Exhibit 99.1
LETTER OF TRANSMITTAL
FOR TENDERS OF
$220,000,000 Aggregate Principal Amount of
7.99% Series A Secured Bonds Due 2011
of
ESI TRACTEBEL ACQUISITION CORP.
Pursuant to the Prospectus dated , 1998 of
ESI Tractebel Acquisition Corp.
and Northeast Energy, LP
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, ON , 1998, UNLESS
EXTENDED. TENDERED SECURITIES MAY BE
WITHDRAWN AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE EXCHANGE OFFER
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To: State Street Bank and Trust Company, The Exchange Agent by Overnight Courier
or Hand:
Two International Place
Boston, MA 02110
Attention: Ms. Kellie Mullen, Corporate Trust Department
Telephone: (617) 664-5587
By Registered or Certified By Facsimile:
Mail: (617) 664-5290
Two International Place Attention: Ms. Kellie Mullen, Corporate Trust
Boston, MA 02110 Department
Attention: Ms. Kellie Mullen, Corporate Trust Confirm by telephone: (617) 664-5587
Department
Delivery of this Instrument to an address other than as set forth above
will not constitute a valid delivery.
The instructions accompanying 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 _________, 1998 (the "Prospectus"), of ESI Tractebel
Acquisition Corp., a Delaware corporation (the "Company") and Northeast Energy,
LP, a Delaware limited partnership ("Northeast"), and this Letter of Transmittal
(the "Letter"), which together constitute the Company's and Northeast's offer
(the "Exchange Offer") to exchange an aggregate principal amount of up to
$220,000,000 7.99% Series B Secured Bonds Due 2011 (the "New Securities"), for a
like principal amount of the Company's issued and outstanding 7.99% Series A
Secured Bonds Due 2011 (the "Old Securities").
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1998, unless the Company, in its sole discretion, extends the
Exchange Offer. The Company reserves the right to extend the Exchange Offer at
its discretion, in which event the term "Expiration Date" shall mean the time
and date when the Exchange Offer as so extended shall expire. The Company shall
notify the holders of the Old Securities of any extension by oral or written
notice prior to 9.00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date.
The New Securities will bear interest from the last interest payment date
of the Old Securities to occur prior to the issue date of the New Securities at
the same rate and upon the same terms as the Old Securities. Holders whose Old
Securities are accepted for exchange will not receive interest on such Old
Securities for any period subsequent to the last interest payment date of the
Old Securities to occur prior to the issue date of the New Securities and will
be deemed to have waived the right to receive any payment in respect of interest
on the Old Securities accrued from and after such interest payment date.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Securities being tendered for exchange. However, the Exchange Offer is
subject to certain conditions. Please see the Prospectus under the section
entitled "THE EXCHANGE OFFER - Certain Conditions to the Exchange Offer".
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old Securities in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
This Letter is to be completed by a holder of Old Securities either if
certificates are to be forwarded herewith or if a tender of certificates for Old
Securities, 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 - Exchanging Book-Entry Old Securities" section of the
Prospectus. Holders of Old Securities whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Securities into the
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Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and deliver all other documents required by this Letter to the
Exchange Agent on or prior to the Expiration Date, may tender their Old
Securities according to the guaranteed delivery procedures set forth in the
Prospectus under the section entitled "THE EXCHANGE OFFER - Guaranteed Delivery
Procedures".
Holders who wish to tender their Old Securities must complete this Letter
of Transmittal in its entirety.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOX
List below the Old Securities to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Securities should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD SECURITIES (See
Instructions 2, 3 and 8)
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Name(s) and Address(es)
of Registered Holder(s) (Attach additional signed list, if necessary)
(Please fill in)
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1 2 3
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Principal Amount of Old
Securities Tendered (2)
(must be $100,000 or integral
Aggregate Principal Amount multiples of
Certificate Number(s) (1) of Old Securities $1,000 in excess thereof)
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Total
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(1) Certificate numbers not required if Old Securities are being tendered by
book-entry transfer.
(2) Unless otherwise indicated, a holder will be deemed to have tendered ALL of
the Old Securities represented in column 2.
|_| CHECK HERE IF TENDERED OLD SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:__________________________________________________
Account Number:_________________________________________________________________
Transaction Code Number:________________________________________________________
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|_| CHECK HERE IF TENDERED OLD SECURITIES 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:_____________________________
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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NOTE: SIGNATURES MUST BE PROVIDED BELOW
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 Company the aggregate principal amount of Old
Securities indicated above. The undersigned has completed, executed and
delivered this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
Subject to, and effective upon, the acceptance for exchange of the Old
Securities tendered hereby, the undersigned hereby sells, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
such Old Securities as are being tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company and Northeast Energy, LP and as trustee under the Indenture
for the Old Securities and the New Securities) with respect to the tendered Old
Securities with full power of substitution to (i) deliver certificates for such
Old Securities to the Company and deliver all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company. (ii) present such Old
Securities for transfer on the books of the Company and (iii) receive for the
account of the Company all benefits and otherwise exercise all rights of the
beneficial ownership of such Old Securities, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Securities
tendered hereby and that the Company 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 Company. The
undersigned hereby further represents that (i) any New Securities acquired in
exchange for Old Securities tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Securities, whether
or not such person is the undersigned, (ii) neither the holder nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such New Securities and (iii) neither the holder nor any
such other person is an "affiliate", as described in Rule 405 under the
Securities Act of 1933 (the "1933 Act"), of the Company or Northeast Energy, LP.
The undersigned also acknowledges that, if the undersigned is a
broker-dealer that will receive New Securities for its own account in exchange
for Old Securities that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; 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 1933 Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment, transfer and sale of the Old Securities
tendered hereby. All authority conferred or
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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 instructions contained in this Letter.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Securities when, as and if the Company has given
oral and written notice thereof to the Exchange Agent,
If any tendered Old Securities are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Old
Securities will be returned (or, in the case of Old Securities tendered by
book-entry transfer through the Book-Entry Transfer Facility, will be promptly
credited to an account maintained at the Book-Entry Transfer Facility), without
expense, to the undersigned at the address shown below or at a different address
as may be indicated herein under the "Special Delivery Instructions" as promptly
as practicable after the Expiration Date.
The undersigned understands that tenders of Old Securities pursuant to the
procedures described under the section entitled "THE EXCHANGE OFFER - Procedures
for Tendering Old Securities" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and the Company upon
the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Securities (and, if applicable,
substitute certificates representing Old Securities for any Old Securities not
exchanged) in the name (s) of the undersigned or, in the case of a book-entry
delivery of Old Securities. 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
Securities (and, if applicable, substitute certificates representing Old
Securities for any Old Securities not exchanged) to the undersigned at the
address shown above in the box entitled "Description of Old Securities". In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the New
Securities issued in exchange for the Old Securities accepted for exchange in
the name(s) of, and return any certificates for Old Securities not tendered or
not exchanged to, the person(s) so indicated. The undersigned understands that
the Company has no obligation pursuant to the "Special Issuance Instructions"
and "Special Delivery Instructions" to transfer any Old Securities from the name
of the registered holder(s) thereof if the Company does not accept for exchange
any of the Old Securities so tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD SECURITIES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD
SECURITIES AS SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
(See Instructions 4 and 5) (See Instructions 4 and 5)
To be completed ONLY if To be completed ONLY if
certificates for Old Securities not certificates for Old Securities not
exchanged and/or New Securities are exchanged and / or New Securities
to be issued in the name of and sent are to be sent to someone other
to someone other than the person or than the person or persons whose
person(s) whose signature(s) signature(s) appear(s) on this
appear(s) on this Letter above, or if Letter above or to such person or
Old Securities delivered by persons at an address other than
book-entry transfer which are not shown in the box entitled
accepted for exchange are to be "Description of Old Securities" on
returned by credit to an account this Letter above.
maintained at the Book-Entry
Transfer Facility other than the
account indicated above.
Issue: New Securities and/or Old Mail: New Securities and/or Old
Securities to: Securities to:
Name:_________________________________ Name:________________________________
(Please Type or Print) (Please Type or Print)
_________________________________ ________________________________
(Please Type or Print) (Please Type or Print)
Address: ____________________________ Address: ___________________________
____________________________ _____________________________________
(Zip Code)
____________________________ _____________________________________
Employer Identification (Zip Code)
or Social Security Number
(Complete Substitute Form W-9)
|_| Credit unexchanged Old Securities
delivered 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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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)
I hereby TENDER the Old Securities described above in the box entitled
"Description of Old Securities" pursuant to the terms of the Exchange Offer.
Dated:__________________________________________________________________, 1998
X __________________________________________________________________, 1998
X __________________________________________________________________, 1998
Signature(s) of Owner(s) Date
If a holder is tendering any Old Securities, this Letter must be signed
by the registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Old Securities or on a security position listing 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 4.
Name(s):________________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
SIGNATURE GUARANTEE
(If required by Instructions 4)
Signature(s) Guaranteed by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Area Code and Telephone Numbers)
Dated____________________________________________________________________, 1998
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IMPORTANT TAX INFORMATION
Under federal income tax laws, a registered holder of Old Securities or New
Securities is required to provide the Exchange Agent (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his social security number. If the
Trustee is not provided with the correct TIN, a $50 penalty may be imposed by
the Internal Revenue Service, and payments made to such holder with respect to
Old Securities or New Securities may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status. A
Form W-8 can be obtained from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder or other payee. Backup withholding is not
an additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to Old
Securities or New Securities the holder is required to provide the Exchange
Agent with: (i) the holder's correct TIN by completing the form below,
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
holder is awaiting a TIN) and that (A) such holder is exempt from backup
withholding, (B) the holder has not been notified by the Internal Revenue
Service that the holder is subject to backup withholding as a result of failure
to report all interest or dividends or (C) the Internal Revenue Service has
notified the holder that the holder is no longer subject to backup withholding;
and (ii) if applicable, an adequate basis for exemption.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See "Important Tax Information" above)
PAYOR'S NAME: STATE STREET BANK AND TRUST COMPANY
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU UNDER THE OLD SECURITIES OR THE NEW SECURITIES.
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SUBSTITUTE Part I - PLEASE PROVIDE YOUR TIN Employer Identification
Form W-9 IN THE BOX AT RIGHT AND CERTIFY Number or Social Security
BY SIGNING AND DATING BELOW Number
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Department of the Part 2 - Certification - Under penalties Part 3
Treasury Internal of perjury, I certify that:
Revenue Service (1) The number shown on this form Awaiting
is my correct Taxpayer TIN |_|
Identification Number (or I am
waiting for a number to be
issued to me) and
(2) I am not subject to backup
withholding because (i) I am
exempt from backup
withholding, (ii) I have not
been notified by the Internal
Revenue Service ("IRS") that I
am subject to backup
withholding as a result of
failure to report all interest
or dividends, or (iii) the IRS
has notified me that I am no
longer subject to backup
withholding.
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Payee's Request for Certificate instruction: - You must cross out item (2) in Part (2)
Taxpayer above if you have been notified by the IRS that you are subject to
Identification backup withholding because of underreporting interest or dividends
Number ("TIN") on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE____________________________________________
DATE_________________________________
NAME________________________________________________________________
(Please Print)
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 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. It is understood that if I do not
provide a taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
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- -----------------------------------------------------------------------, 1998.
Signature and Date
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IMPORTANT: THIS LETTER OR A FACSIMLE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OLD SECURITIES (IF APPLICABLE) AND ALL OTHER REQUIRED
DOCUMENTS) 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.
This letter must be used to forward, and must accompany, all
certificates for Old Securities tendered pursuant to the Exchange Offer.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the
Exchange Offer
I. Delivery of this Letter and Certificates.
This letter is to be completed by holders 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 - Exchanging
Book-Entry Old Securities" section of the Prospectus. Certificates for all
physically tendered Old Securities, 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 Securities tendered hereby must be in
denominations of principal amount of $100,000 and any integral multiple of
$1,000 in excess thereof.
The method of delivery of this Letter, the Old Securities 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 Securities 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. No Letter or Old Securities should be sent to the Company.
Holders who wish to tender their Old Securities and (i) whose Old
Securities are not immediately available, or (ii) who cannot deliver their Old
Securities, this Letter or any other documents required hereby to the Exchange
Agent prior to the Expiration Date or (iii) who cannot comply with the
procedures for book-entry tender on a timely basis must tender their Old
Securities according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made through an
Eligible Institution (as defined below); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by mail, hand
delivery or facsimile transmission (immediately followed by mail or hand
delivery)) setting forth the name and address of the holder, the certificate
number(s) of such Old Securities (except in the case of book-entry tenders) and
the principal amount of Old Securities tendered, stating that the tender is
being made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, this Letter (or a facsimile hereof)
together with the certificate(s) representing the Old Securities (except in the
case of book-entry tenders) and any other required documents will be deposited
by the Eligible Institution with the Exchange Agent; and (iii) such properly
completed and executed Letter (or facsimile hereof), as well as all other
documents required by this Letter and the certificate(s) representing all
tendered Old Securities in proper form for transfer or a Book-Entry Confirmation
with respect to such Old Securities, must be received by the Exchange Agent
within five New York Stock Exchange trading days after the Expiration Date, all
as provided in the Prospectus under the section entitled "THE EXCHANGE OFFER --
Guaranteed Delivery Procedures". Any holder who wishes to
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tender his Old Securities pursuant to the guaranteed delivery procedures
described above must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration
Date. Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will
be sent to holders who wish to tender their Old Securities according to the
guaranteed delivery procedures set forth above. As used in this Letter,
"Eligible Institution" shall mean a firm which is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an office
or correspondent in the United States or which is otherwise an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.
All questions as to the validity, eligibility (including time of receipt),
acceptance and withdrawal of tendered Old Securities will be determined by the
Company in its sole discretion, which determination will be final and binding.
The Company reserves the absolute right to reject any and all Old Securities not
properly tendered or any Old Securities the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities or conditions of tender
as to particular Old Securities. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter)
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Securities must be cured within
such time as the Company shall determine. Neither the Company, the Exchange
Agent nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of Old Securities, nor shall
any of them incur any liability for failure to give such notification. Tenders
of Old Securities will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Securities received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in this Letter, as
soon as practicable following the Expiration Date.
See "THE EXCHANGE OFFER" in the Prospectus.
2. Tender by Holder.
Only a holder of Old Securities may tender such Old Securities in the
Exchange Offer. Any beneficial owner whose Old Securities are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender should contact the registered holder promptly and instruct
such registered holder to tender on behalf of such beneficial owner. If such
beneficial owner wishes to tender on such owner's own behalf, such owner must,
prior to completing and executing this Letter and delivering such owner's Old
Securities, either make appropriate arrangements to register ownership of the
Old Securities in such owner's name or obtain a properly completed bond power
from the registered holder. The transfer of registered ownership may take
considerable time.
3. Partial Tenders and Withdrawals.
Tenders of Old Securities will be accepted only in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. If less than all of
the Old Securities are to be
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tendered, the tendering holder(s) should fill in the aggregate principal amount
of Old Securities to be tendered in the box above entitled "Description of Old
Securities Principal Amount of Old Securities Tendered", A reissued certificate
representing the balance of nontendered Old Securities will be sent to such
tendering holder (except in the case of book-entry tenders), unless otherwise
provided in the appropriate box on this Letter, promptly after the Expiration
Date. All of the Old Securities delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
Any holder who has tendered Old Securities may withdraw the tender by
delivering written notice of withdrawal to the Company prior to 5:00 p.m., New
York City time, on the Expiration Date. For a withdrawal to be effective, a
written notice of withdrawal must be received by the Exchange Agent at its
address set forth on the first page of this Letter. Any such notice of
withdrawal must (i) specify the name of the person having deposited the Old
Securities to be withdrawn (the "Depositor"); (ii) identify the Old Securities
to be withdrawn (including the certificate number or numbers and principal
amount of such Old Securities (except in the case of book-entry tenders)); (iii)
be signed by the holder in the same manner as the original signature on this
Letter by which such Old Securities were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee (as defined in the Prospectus) register the transfer of such
Old Securities into the name of the person withdrawing the tender, and (iv)
specify the name in which any such Old Securities are to be registered, if
different from that of the Depositor. If Old Securities have been delivered or
otherwise identified to the Exchange Agent, the name of the registered holder
and the certificate numbers of the particular Old Securities withdrawn must also
be furnished to the Exchange Agent as aforesaid prior to the physical release of
the withdrawn Old Securities. If the Old Securities have been tendered pursuant
to the procedures for book-entry tender set forth in the Prospectus, a notice of
withdrawal must specify, in lieu of certificate numbers, the name and account
number at The Book-Entry Transfer Facility to be credited with the withdrawn Old
Securities. Old Securities properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Exchange Offer, provided, however, that
withdrawn Old Securities may be retendered by again following one of the
procedures described herein at any time prior to 5:00 p.m., New York City time,
on the Expiration Date. All questions as to the validity, form and eligibility
(including time of receipt) of notice of withdrawal will be determined by the
Company, whose determinations will be final and binding on all parties. Neither
the Company, the Exchange Agent nor any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification. See "THE
EXCHANGE OFFER -- Withdrawal Rights" in the Prospectus.
4. Signatures on this Letter, Bond Powers and Endorsements; Guarantee of
Signature.
If this Letter is signed by the registered holder of the Old Securities
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates (if applicable) without any change whatsoever.
If any tendered Old Securities are owned of record by two or more joint
owners, all such owners must sign this Letter.
15
If any tendered Old Securities 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
Securities specified herein and tendered hereby. no endorsements of certificates
or separate bond powers are required. If, however, the New Securities are to be
issued, or any untendered Old Securities 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.
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(s) appear(s) on the
certificate(s).
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 Securities or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Securities are tendered: (i) by a registered
holder of such Old Securities (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 holder of such Old Securities) who
has not completed the box entitled "Special Issuance Instructions" on this
Letter, or (ii) for the account of an Eligible Institution.
5. Special Issuance and Delivery Instructions.
Tendering holders of Old Securities should indicate in the applicable box
the name and address in or to which New Securities issued pursuant to the
Exchange Offer and/or substitute certificates evidencing Old Securities 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 Securities by book-entry transfer may
request that Old Securities not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such holder may designate hereon. If no
such instructions are given, such Old Securities not exchanged will be returned
to the name or address of the person signing this Letter.
6. Waiver of Conditions.
Subject to the terms and conditions set forth in the Prospectus, the
Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus,
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7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Securities, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old
Securities for exchange.
Neither the Company nor any other person is obligated to give notice of
defects or irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
8. Mutilated, Lost, Stolen or Destroyed Old Securities.
Any holder whose Old Securities have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. 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
Information Agent at the telephone number and location listed below.
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064