LETTER OF TRANSMITTAL
CONSORCIO G GRUPO DINA, S.A. DE C.V.
MCII HOLDINGS (USA), INC.
OFFER FOR ALL OUTSTANDING
SENIOR SECURED DISCOUNT NOTES DUE 2002
IN EXCHANGE FOR
SENIOR SECURED DISCOUNT EXCHANGE NOTES DUE 2002,
PURSUANT TO THE PROSPECTUS, DATED OCTOBER 29, 1996
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON DECEMBER
2, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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Delivery To: IBJ Schroder Bank & Trust Company, Exchange Agent
By Mail: By Overnight Courier or Hand: By Facsimile in New York:
P.O. Box 84 One State Street (212) 858-2611
Bowling Green Station New York, New York 10004 For Information, Call:
New York, New York 10274-0084 Attention: Securities Processing (212) 858-2103
Attention: Reorganization Dept. Window, SC-1
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received and
reviewed the Prospectus, dated October 25, 1996 (the "Prospectus"), of
Consorcio G Grupo Dina, S.A. de C.V., a Mexican corporation ("Grupo Dina")
and MCII Holdings (USA), Inc., a Delaware corporation and a wholly-owned
subsidiary of Grupo Dina ("MCII Holdings" and, together with Grupo Dina,
the "Issuers" or the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $206,499,680 of
its Senior Secured Discount Exchange Notes due 2002 (the "New Notes"),
which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of the issued and
outstanding Senior Secured Discount Notes due 2002 of the Issuers (the "Old
Notes") from the holders thereof.
For each Old Note accepted for exchange, the holder of such Old
Note will receive a New Note having a principal amount equal to that of the
surrendered Old Note. Old Notes accepted for exchange will cease to accrue
interest from and after the date of consummation of the Exchange Offer.
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive any payment in respect of interest on such Old Notes otherwise
payable on any interest payment date the record date for which occurs on or
after consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates
for Old Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth
in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Holders of Old Notes whose certificates are not immediately available, or
who are unable to deliver their certificates or confirmation of the
book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all
other documents required by this Letter to the Exchange Agent on or prior
to the Expiration Date, must tender their Old Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery
of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and
signed this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal
amount of Old Notes should be listed on a separate signed schedule affixed
hereto.
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DESCRIPTION OF OLD NOTES 1 2 3
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AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OF OLD NOTE(S) TENDERED**
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TOTAL
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL
of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2.
Old Notes tendered hereby must be in denominations of principal amount of $1,000 or any integral
multiple thereof. See Instruction 1.
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|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution----------------------------------------
Account Number---------------- Transaction Code Number-------------
|_| CHECK HERE IF YOU ARE A HOLDER OF OLD NOTES THROUGH A POSITION AT
CEDEL OR EUROCLEAR AND TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO THE PROCEDURES PRESCRIBED BY SUCH INSTITUTIONS.
Please check the appropriate box:
|_| Euroclear |_| Cedel
Name of Tendering Institution ---------------------------------------
Account Number---------------- Transaction Code Number-------------
(Holders of Old Notes must inform Euroclear or Cedel, as the case may
be, of any tender of Old Notes by them including the account number
and the principal amount tendered by such holder.)
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)--------------------------------------
Window Ticket Number (if any)----------------------------------------
Date of Execution of Notice of Guaranteed Delivery-------------------
Date of Institution which guaranteed delivery------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number------------------ Transaction Code Number------------
|_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.
Name:---------------------------------------------------------------
Address:------------------------------------------------------------
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If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes, it
represents that the Old Notes to be exchanged for New Notes were acquired
by it as a result of market-making or other trading activities and
acknowledges that it will deliver a Prospectus in connection with any
resale of such New Notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Issuers the aggregate
principal amount of Old Notes indicated above. Subject to, and effective
upon, the acceptance for exchange of the Old Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of,
the Issuers all right, title and interest in and to such Old Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and
transfer the Old Notes tendered hereby and that the Issuers will acquire
good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim
when the same are accepted by the Issuers. The undersigned hereby further
represents that any New Notes acquired in exchange for Old Notes tendered
hereby will have been acquired in the ordinary course of business of the
person receiving such New Notes, whether or not such person is the
undersigned, that neither the holder of such Old Notes nor any such other
person has an arrangement or understanding with any person to participate
in the distribution of such New Notes and that neither the holder of such
Old Notes nor any such other person is an "affiliate" of the Issuers, as
defined in Rule 405 under the Securities Act.
The undersigned also acknowledges that this Exchange Offer is
being made in reliance on interpretations by the staff the Securities and
Exchange Commission (the "SEC"), as set forth in no-action letters issued
to third parties, that the New Notes issued in exchange for the Old Notes
pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder that
is an "affiliate" of the Issuers within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such New Notes are
acquired in the ordinary course of such holders' business and such holders
have no arrangement with any person to participate in the distribution of
such New Notes. However, the Issuers do not intend to request the SEC to
consider, and the SEC has not considered the Exchange Offer in the context
of a no-action letter and there can be no assurance that the staff of the
SEC would make a similar determination with respect to the Exchange Offer
as in other circumstances. If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and does not intend to
engage in, a distribution of New Notes and has no arrangement or
understanding to participate in a distribution of New Notes. If any holder
is an affiliate of the Issuers, is engaged in or intends to engage in or
has any arrangement or understanding with respect to the distribution of
the New Notes to be acquired pursuant to the Exchange Offer, such holder
(i) could not rely on the applicable interpretations of the staff of the
SEC and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes, it represents that the
Old Notes to be exchanged for the New Notes were acquired by it as a result
of market-making or other trading activities and acknowledges that it will
deliver a Prospectus in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a Prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuers to be necessary or desirable to
complete the sale, assignment and transfer of the Old Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter
and every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
This tender may be withdrawn only in accordance with the procedures set
forth in "The Exchange Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Old Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below,
please send the New Notes (and, if applicable, substitute certificates
representing Old Notes for any Old Notes not exchanged) to the undersigned
at the address shown above in the box entitled "Description of Old Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cates for Old Notes not exchanged cates for Old Notes not exchanged
and/or New Notes are to be issued in and/or New Notes are to be sent to
the name of and sent to someone someone other than the person or per-
other than the person or persons sons whose signature(s) appear(s)
whose signature(s) appear(s) on this on this Letter above or to such per-
Letter above, or if Old Notes de- son or person at am address other
livered by book-entry transfer which than shown in the box entitled
are not accepted for exchange are "Description of Old Notes" on this
to be returned by credit to an Letter above.
account maintained at the Book-
Entry Transfer Facility other than
the account indicated above.
Issue: New Note(s) and/or Old Mail: New Notes and/or Old Notes
Notes to:
Name(s)-----------------------------
Name(s)----------------------------- (Please Type or Print)
(Please Type or Print)
------------------------------------
- ------------------------------------ (Please Type or Print)
(Please Type or Print)
Address-----------------------------
Address-----------------------------
------------------------------------
- ------------------------------------
(Zip Code) ------------------------------------
(Zip Code)
(Complete Substitute Form W-9)
|_| Credit unexchanged Old Notes de-
livered by book-entry transfer
to the Book-Entry Transfer
Facility account set forth
below.
--------------------------------
(Book-Entry Transfer Facility
Account Number, if applicable)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)
Dated:----------------------------------------------------------------, 199_
x ----------------------------- ----------------------------------, 199_
x ----------------------------- ----------------------------------, 199_
Signature(s) of Owner Date
Area Code and Telephone Number------------------------------------
If a holder is tendering any Old Notes, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s)
for the Old Notes or by any person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s): ------------------------------------------------------------------
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(Please Type or Print)
Capacity: ------------------------------------------------------------------
Address: ------------------------------------------------------------------
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(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution: -------------------------------------------------
(Authorized Signature)
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(Title)
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(Name and Firm)
Dated:----------------------------------------------------------------, 199_
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER FOR THE SENIOR SECURED DISCOUNT
NOTES DUE 2002 IN EXCHANGE FOR THE
SENIOR SECURED DISCOUNT EXCHANGE NOTES DUE 2002 OF
CONSORCIO G GRUPO DINA, S.A. DE CV. AND MCII HOLDINGS (USA), INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by noteholders either if
certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in
"The Exchange offer--Book-Entry Transfer" section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof) and any other
documents required by this Letter, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set
forth below. Old Notes tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Old Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section
of the Prospectus. Pursuant to such procedures, (i) such tender must be
made through an Eligible Institution, (ii) prior to the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
telegram, telex, facsimile transmission, mail or hand delivery), setting
forth the name and address of the holder of Old Notes and the amount of Old
Notes tendered, stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Notes, or a Book-Entry
Confirmation, and any other documents required by the Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii)
the certificates for all physically tendered Old Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange Agent
within five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering holders,
but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Old Notes are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent prior to 5:00
p.m., New York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box above
entitled "Description of Old Notes--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Old Notes will be sent
to such tendering holder, unless otherwise provided in the appropriate box
on this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES
DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE
OF SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of
the Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New
Notes are to be issued, or any untendered Old Notes are to be reissued, to
a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by an Eligible
Institution.
If this Letter is signed by a person other than the registered
holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers,
in either case signed exactly as the name or names of the registered holder
or holders appear(s) on the certificate(s) and signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH OLD
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II)
FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable
box the name and address to which New Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must
also be indicated. Holders tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained
at the Book- Entry Transfer Facility as such noteholder may designate
hereon. If no such instructions are given, such Old Notes not exchanged
will be returned to the address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder
whose Old Notes are accepted for exchange must provide the Issuers (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a tendering holder who is an
individual, is his or her social security number. If the Issuers are not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of New Notes
may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the enclosed Guidelines
of Certification of Taxpayer Identification Number on Substitute Form W-9
(the "W-9 Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Old Notes
must provide its correct TIN by completing the Substitute Form W-9 set
forth below, certifying that the TIN provided is correct (or that such
holder is awaiting a TIN) and that (i) the holder is exempt from backup
withholding, or (ii) the holder has not been notified by the Internal
Revenue Service that such holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (iii) the
Internal Revenue Service has notified the holder that such holder is no
longer subject to backup withholding. If the tendering holder of Old Notes
is a nonresident alien or foreign entity not subject to backup withholding,
such holder must give the Issuers a completed Form W-8, Certificate of
Foreign Status. These forms may be obtained from the Exchange Agent. If the
Old Notes are in more than one name or are not in the name of the actual
owner, such holder should consult the W-9 Guidelines for information on
which TIN to report. If such holder does not have a TIN, such holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check
the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: Checking this box and writing "applied for" on the
form means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Issuers within 60 days, backup withholding will
begin and continue until such holder furnishes its TIN to the Issuers.
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the
transfer of Old Notes to it or its order pursuant to the Exchange Offer. If
however, New Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Notes to the Issuers or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by
the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY
FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS
LETTER.
7. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to waive satisfaction of any
or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will
be accepted. All tendering holders of Old Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Old Notes for exchange.
Neither the Issuers, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above
for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as
requests for additional copies of the Prospectus and this Letter, may be
directed to the Exchange Agent, at the address and telephone number
indicated above.
11. OLD NOTES HELD THROUGH CEDEL OR EUTOCLEAR
In case of Old Notes held through Cedel or Euroclear, holders
of such Old Notes wishing to tender such Old Notes for exchange pursuant
to the Exchange Offer must send instructions to Cedel or Euroclear, as the
case may be, to block the Old Notes in such holder's account at Cedel
or Euroclear. In addition, such holder of Old Notes must transmit a
properly completed and duly executed Letter of Transmittal, including all
other documents required by such Letter of Transmittal to IBJ Schroder Bank
& Trust Company, as Exchange Agent.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN:--------------------
FORM W-9 TIN IN THE BOX AT RIGHT AND SOCIAL SECURITY NUMBER
DEPARTMENT OF CERTIFY BY SIGNING AND OR EMPLOYEE IDENTI-
THE TREASURY DATING BELOW. FICATION NUMBER
INTERNAL REVENUE
SERVICE --------------------------------------------------------
PART 2--TIN APPLIED FOR |_|
PAYOR'S REQUEST
FOR TAXPAYER --------------------------------------------------------
IDENTIFICATION CERTIFICATION: UNDER THE PENALTIES OF PERJURY,
NUMBER ("TIN") AND I CERTIFY THAT:
CERTIFICATION
(1) the number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me).
(2) I am not subject to backup withholding either
because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to
backup withholding, and
(3) any other information provided on this form is
true and correct.
SIGNATURE----------------- DATE---------------------
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You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup
withholding.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the exchange, 31 percent of all reportable payments made to me
thereafter will be withheld until I provide a number.
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SIGNATURE DATE
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