Exhibit 99.1
LETTER OF TRANSMITTAL
With Respect to Tender of
Any and All Outstanding 10 1/8% Mortgage Notes due 2012
In Exchange For
10 1/8% Mortgage Notes due 2012
of
CIRCUS AND ELDORADO JOINT VENTURE
and
SILVER LEGACY CAPITAL CORP.
Pursuant to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent is:
THE BANK OF NEW YORK
By Registered or Facsimile Transactions: By Hand or Overnight
Certified Mail: (Eligible Institutions Delivery:
The Bank of New York Only) The Bank of New York
Corporate Trust Department (212) 235-2261 Corporate Trust Department
Reorganization Unit Reorganization Unit
To Confirm by Telephone
15 Broad Street, 16th or for Information Call: 15 Broad Street, 16th
Floor (212) 235-2354 Floor
New York, New York 10007 New York, New York 10007
Attn: Ms. Carolle Attn: Ms. Carolle
Montreuil Montreuil
Delivery of this Letter of Transmittal to an address other than as set forth
above or transmission to a facsimile number other than the one listed above
will not constitute valid delivery to the exchange agent.
The instructions set forth in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed. The undersigned
acknowledges that he or she has received and reviewed the prospectus
dated , 2002, of Circus and Eldorado Joint Venture, a Nevada general
partnership, and Silver Legacy Capital Corp., a Nevada corporation
(collectively, the "Issuers"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Issuers' offer (the "Exchange
Offer") to exchange $1,000 principal amount of their 10 1/8% Mortgage Notes due
2012 (the "Exchange Notes") that have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), for each $1,000 principal amount of
their outstanding 10 1/8% Mortgage Notes due 2012 (the "Old Notes"). Recipients
of the prospectus should read the requirements described in the prospectus with
respect to eligibility to participate in the Exchange Offer. Capitalized terms
used but not defined herein have the meaning given to them in the prospectus.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY
BOX BELOW.
This Letter of Transmittal is to be used by a holder of Old Notes:
. if certificates representing tendered Old Notes are to be forwarded
herewith; or
. if a tender is made pursuant to the guaranteed delivery procedures in the
section of the prospectus entitled "The Exchange Offer--Procedures for
Tendering Old Notes."
Holders that are tendering by book-entry transfer to the exchange agent's
account at DTC can execute the tender through ATOP for which the Exchange Offer
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptance to DTC which will verify the acceptance and execute a
book-entry delivery to the exchange agent's account at DTC. DTC will then send
an agent's message forming part of a book-entry transfer in which the
participant agrees to be bound by the terms of the Letter of Transmittal (an
"Agent's Message") to the exchange agent for its acceptance.
Transmission of the Agent's Message by DTC will satisfy the terms of the
Exchange Offer as to execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must:
. complete the box entitled "Description of Old Notes Tendered;"
. if appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions;
. sign the Letter of Transmittal by completing the box entitled "Sign
Here;" and
. complete the Substitute Form W-9.
Each holder of Old Notes should carefully read the detailed instructions
below prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
whose Old Notes are not immediately available or who cannot deliver their Old
Notes, this Letter of Transmittal and all other documents required hereby to
the exchange agent or complete the procedures for book-entry transfer on or
prior to the Expiration Date, must tender the Old Notes pursuant to the
guaranteed delivery procedures set forth in the section of prospectus entitled
"The Exchange Offer--Procedures for Tendering Old Notes." See Instruction 2.
Delivery of documents to DTC does not constitute delivery to the exchange
agent. In order to ensure participation in the Exchange Offer, Old Notes must
be properly tendered prior to the Expiration Date.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in box below entitled "Description of Old
Notes Tendered," and sign the box below entitled "Sign Here." If only those
columns are completed, such holder of Old Notes will have tendered for exchange
all Old Notes listed in column (3) below. If the holder of Old Notes wishes to
tender for exchange less than all of such Old Notes, column (4) must be
completed in full. In such case, such holder of Old Notes should refer to
Instruction 5.
The Exchange Offer may be extended, terminated or amended, as provided in
the prospectus. During any such extension of the Exchange Offer, all Old Notes
previously tendered and not withdrawn pursuant to the Exchange Offer will
remain subject to such Exchange Offer. The Exchange Offer is scheduled to
expire at 5:00 p.m., New York City time, on , 2002, unless extended by the
Issuer.
The undersigned hereby tenders for exchange the Old Notes described in the
box entitled "Description of Old Notes Tendered" below pursuant to the terms
and conditions described in the prospectus and this Letter of Transmittal.
DESCRIPTION OF OLD NOTES TENDERED
- -------------------------------------------------------------------------------------------------
Aggregate Principal Principal Amount
Name(s) and Address(es) of Registered Holder(s) Certificate Amount Represented Tendered for
(Please fill in, if blank) Number(s) by Certificate(s)(A) Exchange(B)
- -------------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------------
Total Principal Amount Tendered
(A) Unless otherwise indicated in this column, any tendering holder will be
deemed to have tendered the entire principal amount represented by the Old
Notes indicated in the column labeled "Aggregate Principal Amount
Represented by Certificate(s)." See Instruction 5.
(B) The minimum permitted tender is $1,000 in principal amount of Old Notes.
All other tenders must be integral multiples of $1,000.
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[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution that guaranteed delivery _______________________________
Only registered holders are entitled to tender their Old Notes for exchange
in the Exchange Offer. Any financial institution that is a participant in DTC's
system and whose name appears on a security position listing as the record
owner of the Old Notes and who wishes to make book-entry delivery of Old Notes
as described above must complete and execute a participant's letter (which will
be distributed to participants by DTC) instructing DTC's nominee to tender such
Old Notes for exchange. Persons who are beneficial owners of Old Notes but are
not registered holders and who seek to tender Old Notes should:
. contact the registered holder of such Old Notes and instruct such
registered holder to tender on his or her behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder or accompanied by a
properly completed bond power from the registered holder, with signatures
on the endorsement or bond power guaranteed by a firm that is a member of
a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., a commercial bank or trading
company having an office in the United States or certain other eligible
guarantors (each, an "Eligible Institution"); or
. effect a record transfer of such Old Notes from the registered holder to
such beneficial owner and comply with the requirements applicable to
registered holders for tendering Old Notes prior to the Expiration Date.
See the section entitled "The Exchange Offer--Procedures for Tendering
Old Notes" in the prospectus.
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the Old Notes indicated
above. Subject to, and effective upon, acceptance for purchase of the Old Notes
tendered herewith, the undersigned hereby sells, assigns, transfers and
exchanges to the Issuers all right, title and interest in and to all such Old
Notes tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the exchange agent as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the exchange
agent also acts as agent of the Issuers) with respect to such Old Notes, with
full power of substitution and resubstitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to:
. deliver certificates representing such Old Notes, or transfer ownership
of such Old Notes on the account books maintained by DTC, together, in
each such case, with all accompanying evidences of transfer and
authenticity to the Issuers;
. present and deliver such Old Notes for transfer on the books of the
Issuers; and
. receive all benefits or otherwise exercise all rights and incidents of
beneficial ownership of such Old Notes, all in accordance with the terms
of the Exchange Offer.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Old Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Old Notes, and that, when the
same are accepted for exchange, the Issuers will acquire good and unencumbered
title to the tendered Old Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The undersigned
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the exchange agent or the Issuers to be necessary or
desirable to complete the exchange, assignment and transfer of tendered Old
Notes or transfer ownership of such Old Notes on the account books maintained
by the book-entry transfer facility. The undersigned further agrees that
acceptance of any and all validly tendered Old Notes by the Issuers and the
issuance of Exchange Notes in exchange therefor shall constitute performance in
full by the Issuers of their obligations under the Registration Rights
Agreement.
By tendering, each holder of Old Notes represents that the Exchange Notes
acquired in the exchange will be obtained in the ordinary course of such
holder's business, that such holder has no arrangement with any person to
participate in the distribution of such Exchange Notes, that such holder is not
an "affiliate" of the Issuers within the meaning of Rule 405 under the
Securities Act and that such holder is not engaged in, and does not intend to
engage in, a distribution of the Exchange Notes. Any holder of Old Notes who is
an affiliate of the Issuers or who tenders Old Notes in the Exchange Offer for
the purpose of participating in a distribution of the Exchange Notes cannot
rely on the position of the staff of the Securities and Exchange Commission
(the "Commission") enunciated in its series of interpretive "no-action" letters
with respect to exchange offers and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction.
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
Exchange Notes. If the undersigned is a broker-dealer holding Old Notes that
were acquired for its own account as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
Exchange Notes received in respect of such Old Notes pursuant to the Exchange
Offer, however, by so acknowledging and by delivering a prospectus in
connection with the exchange of Old Notes, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
All authority conferred or agreed to be conferred pursuant to this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy, and personal and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date in accordance with the terms of this Letter of Transmittal.
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The Exchange Offer is subject to certain conditions, each of which may be
waived or modified by the Issuers, in whole or in part, at any time and from
time to time, as described in the prospectus under the caption "The Exchange
Offer--Certain Conditions to the Exchange Offer." The undersigned recognizes
that as a result of such conditions the Issuers may not be required to accept
for exchange, or to issue Exchange Notes in exchange for, any of the Old Notes
properly tendered hereby. In such event, the tendered Old Notes not accepted
for exchange will be returned to the undersigned without cost to the
undersigned at the address shown below the undersigned's signature(s) unless
otherwise indicated under "Special Issuance Instructions" below.
Unless otherwise indicated under "Special Issuance Instructions" below,
please return any certificates representing Old Notes not tendered or not
accepted for exchange in the names(s) of the holders(s) appearing under
"Description of Old Notes Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail any certificates
representing Old Notes not tendered or not accepted for exchange (and
accompanying document, as appropriate) to the address(es) of the holder(s)
appearing under "Description of Old Notes Tendered." In the event that both the
"Special Issuance Instructions" and the "Special Delivery Instructions" are
completed, please issue the certificates representing the Exchange Notes issued
in exchange for the Old Notes accepted for exchange in the name(s) of, and
return any Old Notes not tendered or not accepted for exchange to, the person
or persons so indicated. Unless otherwise indicated under "Special Issuance
Instructions," in the case of a book-entry delivery of Old Notes, please credit
the account maintained at DTC with any Old Notes not tendered or not accepted
for exchange. The undersigned recognizes that the Issuers do not have any
obligation pursuant to the Special Issuance Instructions, to transfer any Old
Notes from the name of the holder thereof if the Issuers do not accept for
exchange any of the Old Notes so tendered or if such transfer would not be in
compliance with any transfer restrictions applicable to such Old Notes.
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if (i) Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be issued in the
name of someone other than the undersigned, or (ii) Old Notes tendered by
book-entry transfer which are not exchanged are to be returned by credit to an
account maintained at DTC other than the account indicated above.
Issue to:
Name: _______________________________________________________________________
(Please Print)
Address: ____________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
Credit Old Notes not exchanged and delivered by book-entry transfer to the DTC
account set forth below:
_______________________________________________________________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the Exchange Notes issued for Old Notes,
certificates for Old Notes in a principal amount not exchanged for Exchange
Notes, or Old Notes (if any) not tendered for exchange are to be sent to
someone other than the undersigned or to the undersigned at an address other
than that shown above.
Mail to:
Name: _______________________________________________________________________
(Please Print)
Address: ____________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
_______________________________________________________________________________
(Taxpayer Identification or Social Security Number)
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SIGN HERE TO TENDER YOUR OLD NOTES IN THE EXCHANGE OFFER
_____________________________________________________________________________
_____________________________________________________________________________
Signature(s) of Holder(s) of Old Notes
Dated: ____________________________________________________________________
(Must be signed by the registered holder(s) of the Old Notes exactly as their
name(s) appear(s) on certificate(s) representing the Old Notes or on a
security position listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature is
by attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 6.)
Capacity (Full Title) _____________________________________________________
Name(s) ___________________________________________________________________
_____________________________________________________________________________
(Please Type or Print)
Address ___________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ( ) ___________________________________
Tax Identification or Social Security No. _________________________________
GUARANTEE OF SIGNATURE(S)
(If required--see Instructions 1 and 6)
Authorized Signature ______________________________________________________
Name ______________________________________________________________________
(Please Type or Print)
Title _____________________________________________________________________
Name of Firm ______________________________________________________________
Address ___________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number ( ) ___________________________________
Dated: ____________________________________________________________________
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
THIS LETTER OF TRANSMITTAL
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Signatures on this Letter of Transmittal need
not be guaranteed if the Old Notes tendered hereby are tendered:
. by the registered holder(s) thereof, unless such holder has completed
either the box entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" above; or
. to the account of a firm that is an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution. Persons who are beneficial owners of Old
Notes but are not the registered holder(s) and who seek to tender Old Notes for
exchange should:
. contact the registered holder(s) of such Old Notes and instruct such
registered holder(s) to tender on such beneficial owner's behalf;
. obtain and include with this Letter of Transmittal, Old Notes properly
endorsed for transfer by the registered holder(s) or accompanied by a
properly completed bond power from the registered holder(s) with
signatures on the endorsement or bond power guaranteed by an Eligible
Institution; or
. effect a record transfer of such Old Notes from the registered holder(s)
to such beneficial owner and comply with the requirements applicable to
registered holder(s) for tendering Old Notes for exchange prior to the
Expiration Date. See Instruction 6.
2. Delivery of this Letter of Transmittal and Certificates for Old Notes or
Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of
Transmittal is to be completed by registered holder(s) if certificates
representing Old Notes are to be forwarded herewith. All physically delivered
Old Notes, as well as a properly completed and duly executed Letters of
Transmittal (or manually signed facsimiles thereof) and any other required
documents, must be received by the exchange agent at its address set forth on
the cover of this Letter of Transmittal prior to the Expiration Date or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Delivery of the documents to DTC does not constitute delivery to the
exchange agent.
The method of delivery of this Letter of Transmittal, Old Notes and all
other required documents to the exchange agent is at the election and risk of
the holder thereof. If such delivery is by mail, it is suggested that holders
use properly insured registered mail, return receipt requested, and that the
mailing be sufficiently in advance of the Expiration Date, to permit delivery
to the exchange agent prior to such date. Except as otherwise provided below,
the delivery will be deemed made when actually received or confirmed by the
exchange agent. This Letter of Transmittal and Old Notes tendered for exchange
should be sent only to the exchange agent, not to the Issuers.
A holder who desires to tender Old Notes for exchange and who cannot comply
with the procedures set forth herein for tender on a timely basis or whose Old
Notes are not immediately available must comply with the guaranteed delivery
procedures described below.
If holders desire to tender Old Notes for exchange pursuant to the Exchange
Offer and:
. certificates representing such Old Notes are not lost but are not
immediately available;
. time will not permit this Letter of Transmittal, certificates
representing Old Notes or other required documents to reach the exchange
agent prior to the Expiration Date; or
. the procedures for book-entry transfer cannot be completed prior to the
Expiration Date,
such holder may effect a tender of Old Notes for exchange in accordance with
the guaranteed delivery procedures set forth in the prospectus under the
caption "The Exchange Offer--Procedures for Tendering Old Notes."
8
Pursuant to the guaranteed delivery procedures:
(a) such tender must be made by or through an Eligible Institution (defined
as an institution that is a recognized member in good standing of a Medallion
Signature Guarantee Program recognized by the exchange agent, i.e., the
Securities Transfer Agent's Medallion Program, the Stock Exchange's Medallion
Program and the New York Stock Exchange's Medallion Signature Program);
(b) prior to the Expiration Date, the exchange agent must have received from
such Eligible Institution, at one of the addresses of the exchange agent set
forth herein, a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile, mail or hand delivery) substantially in the form
provided by the Issuers setting forth the name(s) and address(es) of the
registered holder(s) of such Old Notes, the certificate number(s) and the
principal amount of Old Notes being tendered for exchange and stating that the
tender is being made thereby and guaranteeing that, within three (3) New York
Stock Exchange trading days after the Expiration Date, a properly completed and
duly executed Letter of Transmittal, or a facsimile thereof, together with
certificates representing the Old Notes (or confirmation of book-entry transfer
of such Old Notes into the exchange agent's account with DTC and an Agent's
Message) and any other documents required by this Letter of Transmittal and the
instructions hereto, will be deposited by such Eligible Institution with the
exchange agent; and
(c) this Letter of Transmittal or a facsimile thereof, properly completed
together with duly executed certificates for all physically delivered Old Notes
in proper form for transfer (or confirmation of book-entry transfer of such Old
Notes into the exchange agent's account with DTC as described above) and all
other required documents must be received by the exchange agent within three
(3) New York Stock Exchange trading days after the date of the Notice of
Guaranteed Delivery.
All tendering holders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their Old Notes for exchange.
3. Inadequate Space. If the space provided in the box entitled "Description
of Old Notes Tendered" above is inadequate, the certificate numbers and
principal amounts of Old Notes tendered should be listed on a separate signed
schedule affixed hereto.
4. Withdrawal of Tenders. A tender of Old Notes may be withdrawn at any
time prior to the Expiration Date by delivery of written or facsimile (receipt
confirmed by telephone) notice of withdrawal to the exchange agent at the
address set forth on the cover of this Letter of Transmittal. To be effective,
a notice of withdrawal must:
. specify the name of the person having tendered the Old Notes to be
withdrawn (the "Depositor");
. identify the Old Notes to be withdrawn (including the certificate number
or numbers and principal amount of such Old Notes);
. specify the principal amount of Old Notes to be withdrawn;
. include a statement that such holder is withdrawing his election to have
such Old Notes exchanged;
. be signed by the holder in the same manner as the original signature on
the Letter of Transmittal by which such Old Notes were tendered or as
otherwise described above (including any required signature guarantees)
or be accompanied by documents of transfer sufficient to have the trustee
under the Indenture register the transfer of such Old Notes into the name
of the person withdrawing the tender; and
. specify the name in which any such Old Notes are to be registered, if
different from that of the Depositor.
The exchange agent will return the properly withdrawn Old Notes promptly
following receipt of notice of withdrawal. If Old Notes have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility. All questions as to the validity of notices of withdrawals,
including, time of receipt, will be determined by the Issuers and such
determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
9
returned to the holder thereof without cost to such holder (or, in the case of
Old Notes tendered by book-entry transfer into the exchange agent's account at
the book-entry transfer facility pursuant to the book-entry transfer procedures
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old Notes" in the prospectus at any time prior to the Expiration Date.
5. Partial Tenders (Not Applicable To Holders Of Old Notes Who Tender By
Book-Entry Transfer). Tenders of Old Notes will be accepted only in integral
multiples of $1,000 principal amount. If a tender for exchange is to be made
with respect to less than the entire principal amount of any Old Notes, fill in
the principal amount of Old Notes which are tendered for exchange in column (4)
of the box entitled "Description of Old Notes Tendered," as more fully
described in the footnotes thereto. In the case of a partial tender for
exchange, a new certificate, in fully registered form, for the remainder of the
principal amount of the Old Notes, will be sent to the holders of Old Notes
unless otherwise indicated in the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions" above, as soon as practicable
after the expiration or termination of the Exchange Offer.
6. Signatures on This Letter of Transmittal; Bond Powers and
Endorsements. If this Letter of Transmittal is signed by the holder(s) of the
Old Notes tendered for exchange hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. 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 of Transmittal and any necessary or required documents as there are
names in which certificates are held.
If this Letter of Transmittal 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 proper evidence satisfactory
to the Issuers of its authority so to act must be submitted, unless waived by
the Issuers.
If this Letter of Transmittal is signed by the holder(s) of the Old Notes
listed and transmitted hereby, no endorsements of certificates or separate bond
powers are required unless certificates for Old Notes not tendered or not
accepted for exchange are to be issued or returned in the name of a person
other than for the holder(s) thereof. Signatures on such certificates must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes, the certificates representing such Old
Notes must be properly endorsed for transfer by the registered holder or be
accompanied by a properly completed bond power from the registered holder, in
either case signed by such registered holder(s) exactly as the name(s) of the
registered holder(s) of the Old Notes appear(s) on the certificates. Signatures
on the endorsement or bond power must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
7. Transfer Taxes. Except as set forth in this Instruction 7, the Issuers
will pay or cause to be paid any transfer taxes applicable to the exchange of
Old Notes pursuant to the Exchange Offer. If, however, a transfer tax is
imposed for any reason other than the exchange of Old Notes pursuant to the
Exchange Offer, then the amount of any transfer taxes (whether imposed on the
registered holder(s) or any other persons) will be payable by the tendering
holder. If satisfactory evidence of the payment of such taxes or exemptions
therefrom is not submitted with this Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
8. Special Issuance and Delivery Instructions. If the Exchange Notes are to
be issued or if any Old Notes not tendered or not accepted for exchange are to
be issued or sent to a person other than the person(s) signing this Letter of
Transmittal or to an address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed. Holders of Old Notes
tendering Old Notes by book-entry transfer may request that Old Notes not
accepted for exchange be credited to such account maintained at DTC as such
holder may designate.
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9. Irregularities. All questions as to the forms of all documents and the
validity of (including time of receipt) and acceptance of the tenders and
withdrawals of Old Notes will be determined by the Issuers, in their sole
discretion, which determination shall be final and binding. Alternative,
conditional or contingent tenders will not be considered valid. The Issuers
reserve the absolute right to reject any or all tenders of Old Notes that are
not in proper form or the acceptance of which would, in the Issuers' opinion,
be unlawful. The Issuers also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Issuers'
interpretations of the terms and conditions of the Exchange Offer (including
the instructions in this Letter of Transmittal) will be final and binding. Any
defect or irregularity in connection with tenders of Old Notes must be cured
within such time as the Issuers determine, unless waived by the Issuers.
Tenders of Old Notes shall not be deemed to have been made until all defects or
irregularities have been waived by the Issuers or cured. Neither the Issuers,
the exchange agent, nor any other person will be under any duty to give notice
of any defects or irregularities in tenders of Old Notes, or will incur any
liability to registered holders of Old Notes for failure to give such notice.
10. Waiver of Conditions. To the extent permitted by applicable law, the
Issuers reserve the right to waive any and all conditions to the Exchange Offer
as described under "The Exchange Offer--Certain Conditions to the Exchange
Offer" in the prospectus, and accept for exchange any Old Notes tendered.
11. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a holder of Old Notes whose tendered Old Notes are
accepted for exchange or such holder's assignee (in either case, the "Payee"),
provide the exchange agent (the "Payor") with such Payee's correct Taxpayer
Identification Number ("TIN"), which, in the case of a Payee who is an
individual, is such Payee's social security number. If the Payor is not
provided with the correct TIN or an adequate basis for an exemption, such Payee
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding in an amount equal to 30% of the gross proceeds received
pursuant to the Exchange Offer. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide such Payee's correct
TIN by completing the "Substitute Form W-9" set forth herein, certifying that
the TIN provided is correct (or that such Payee is awaiting a TIN) and that:
. the Payee is exempt from backup withholding;
. the Payee has not been notified by the Internal Revenue Service that such
Payee is subject to backup withholding as a result of a failure to report
all interest or dividends; or
. the Internal Revenue Service has notified the Payee that such Payee is no
longer subject to backup withholding.
If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the Payee does not provide
such Payee's TIN to the Payor within 60 days, backup withholding will begin and
continue until such Payee furnishes such Payee's TIN to the Payor. Note:
Writing "Applied For" on the form means that the Payee has already applied for
a TIN or that such Payee intends to apply for one in the near future.
If Old Notes are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
must enter its correct TIN in Part I of the Substitute Form W-9, write "Exempt"
in Part 2 of such form and sign and date the form. See the W-9 Guidelines for
additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, such person must submit a completed Form W-8, "Certificate
of Foreign Status," signed under penalty of perjury attesting to such exempt
status. Such form may be obtained from the Payor.
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12. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder of Old Notes
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the exchange agent at the address or telephone number set forth on the cover of
this Letter of Transmittal for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the prospectus, this Letter of Transmittal, the
Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be directed to the exchange
agent at its address set forth on the cover of this Letter of Transmittal.
IMPORTANT--This Letter of Transmittal, together with certificates for
tendered Old Notes and all other required documents, with any required
signature guarantees and all other required documents must be received by the
exchange agent prior to the Expiration Date.
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PAYOR'S NAME: The Bank of New York
- ---------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN _______________________
TIN IN THE BOX AT RIGHT AND (Social Security Number
Form W-9 CERTIFY BY SIGNING AND or Employer
DATING BELOW. Identification Number)
---------------------------------------------------
--------------------------------------------------------------------------------------------------------
Department of the Part 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE
Treasury WRITE "EXEMPT" HERE (SEE INSTRUCTIONS).
Internal Revenue
Service -----------------------------------------------------------
Payor's Request for Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
Taxpayer CERTIFY THAT (1) the number shown on this form is my
Identification correct TIN (or I am waiting for a number to be issued to
Number me), and (2) I am not subject to backup withholding
("TIN") and because: (a) I am exempt from backup withholding, or (b) I
Certification 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.
SIGNATURE _____________________________________ DATE _________________________________________
- ----------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
IN PART 1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor within 60 days, the
Payor is required to withhold 30 percent of all cash payments made to me
thereafter until I provide a number.
SIGNATURE _________________________________________ DATE ____________________
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 30 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
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