EXHIBIT 99.1
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
NOVEMBER 4, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON NOVEMBER 1, 2002.
- --------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
FOR TENDER AND IN RESPECT OF
10 3/8% SENIOR NOTES DUE 2007, CUSIP NO. 27876MAB1
OF
ECHOSTAR BROADBAND CORPORATION
IN EXCHANGE FOR
10 3/8% SENIOR NOTES DUE 2007
OF
ECHOSTAR DBS CORPORATION
PURSUANT TO THE PROSPECTUS DATED SEPTEMBER 27, 2002
Exchange Agent:
U.S. BANK NATIONAL ASSOCIATION
----------
To: U.S. Bank National Association
----------
FACSIMILE TRANSMISSION:
(651) 244-1537
CONFIRM BY TELEPHONE TO:
(800) 934-6802
----------
BY MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
U.S. Bank National Association
Attn: Specialized Finance Group
180 East Fifth Street
St. Paul, Minnesota 55101
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated September
27, 2002 (the "Prospectus") of EchoStar DBS Corporation, a Colorado corporation
(the "EDBS"), and this Letter of Transmittal for 10 3/8% Senior Notes due 2007
which may be amended from time to time (this "Letter"), which together
constitute the EDBS's offer (the "Exchange Offer") to exchange $1,000 principal
amount of its 10 3/8% Senior Notes due 2007 (the "EDBS Notes") for each $1,000
in principal amount of EchoStar Broadband Corporation's ("EBC") outstanding 10
3/8% Senior Notes due 2007 (the "EBC Notes").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of EBC Notes who wish to tender their EBC Notes must, prior
to the Expiration Date: (1) complete, sign, date and deliver this Letter, or a
facsimile thereof, to the Exchange Agent, in person or to the address set forth
above; and (2) tender his or her EBC Notes or, if a tender of EBC Notes 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"), confirm such
book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance
with the procedures for tendering described in the Instructions to this Letter.
Holders of EBC Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or Book-Entry Confirmation and all
other documents required by this Letter to be delivered to the Exchange Agent on
or prior to the Expiration Date, must tender their EBC Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer-How to Tender" in the Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of EBC Notes validly tendered and not withdrawn and the
issuance of the EDBS Notes will be made on the Exchange Date. For the purposes
of the Exchange Offer, EDBS shall be deemed to have accepted for exchange
validly tendered EBC Notes when, as and if EDBS has given written notice thereof
to the Exchange Agent.
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or David K. Moskowitz, Senior Vice President, General Counsel and
Secretary, EchoStar DBS Corporation, 5701 South Santa Fe Drive, Littleton,
Colorado 80120, at (303) 723-1000.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO THIS
LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have
the respective meanings ascribed to them in the Prospectus.
List in Box 1 below the EBC Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of EBC Notes on a separate signed schedule and affix that
schedule to this Letter.
2
- --------------------------------------------------------------------------------
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
- --------------------------------------------------------------------------------
<Table>
<Caption>
Name(s) and Address(es) of Principal Amount of
Registered Holder(s) Certificate Principal Amount of EBC Notes
(Please fill in if blank) Number(s)(1) EBC Notes Tendered(2)
- ------------------------- ------------ ------------------- -------------------
Totals:
</Table>
(1) Need not be completed if EBC Notes are being tendered by book-entry.
(2) Unless otherwise indicated, the entire principal amount of EBC Notes
represented by a certificate or Book- Entry Confirmation delivered to
the Exchange Agent will be deemed to have been tendered.
3
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to EDBS the principal amount of EBC Notes indicated above.
Subject to, and effective upon, the acceptance for exchange of the EBC Notes
tendered with this Letter, the undersigned exchanges, assigns and transfers to,
or upon the order of, EDBS all right, title and interest in and to the EBC Notes
tendered.
The undersigned constitutes and appoints the Exchange Agent as his or
her agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of EDBS) with respect to the tendered EBC Notes, with full
power of substitution, to: (a) deliver certificates for such EBC Notes; (b)
deliver EBC Notes and all accompanying evidence of transfer and authenticity to
or upon the order of EDBS upon receipt by the Exchange Agent, as the
undersigned's agent, of the EDBS Notes to which the undersigned is entitled upon
the acceptance by EDBS of the EBC Notes tendered under the Exchange Offer; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of the EBC Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the EBC Notes
tendered hereby and that EDBS will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by EDBS to be necessary or desirable to
complete the assignment and transfer of the EBC Notes tendered.
The undersigned agrees that acceptance of any tendered EBC Notes by
EDBS and the issuance of EDBS Notes in exchange therefor shall constitute
performance in full by EDBS, EBC and their obligations with respect to the "EDBS
Exchange Offer" as defined in the indenture for the EBC Notes, and that, upon
the issuance of the EDBS Notes, EDBS and EBC will have no further obligations or
liabilities thereunder with respect to the EDBS Exchange Offer.
EDBS may accept the undersigned's tender by delivering written notice
of acceptance to the Exchange Agent, at which time the undersigned's right to
withdraw such tender will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in connection with the procedures set forth in the Instructions contained this
Letter.
Unless otherwise indicated under "Special Delivery Instructions" below,
the Exchange Agent will deliver EDBS Notes (and, if applicable, a certificate
for any EBC Notes not tendered but represented by a certificate also
encompassing EBC Notes which are tendered) to the undersigned at the address set
forth in Box 1.
The Exchange Offer is subject to the more detailed terms set forth in
the Prospectus and, in case of any conflict between the terms of the terms of
the Prospectus and this Letter, the Prospectus shall prevail.
[ ] CHECK HERE IF TENDERED EBC 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:
-----------------------------------------------
4
================================================================================
[ ] CHECK HERE IF TENDERED EBC 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 Owner(s):
----------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------
Window Ticket Number (if available):
-----------------------------------
Name of Institution which Guaranteed Delivery:
-------------------------
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
- --------------------------------------------------------------------------------
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT EBC NOTES ARE BEING PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of EBC Notes as their name(s)
appear(s) on certificate(s) for EBC Notes, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted with this Letter.
If signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below. (See Instruction 3)
X
-------------------------------------------------------------------------------
X
-------------------------------------------------------------------------------
(Signature(s) of Owner(s) or Authorized Signatory)
Date: , 2002
-----------------------------------
Name(s)
-------------------------------------------------------------------------
(Please Print)
Capacity:
-----------------------------
Address:
------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 BELOW)
certain signatures must be guaranteed by an eligible institution
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (Including Zip Code) and Telephone Number
(Including Area Code) of Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Print Name)
Date: , 2002
-------------------------------
- --------------------------------------------------------------------------------
6
<Table>
- ---------------------------------------------------------------------------------------------------
BOX 3
SUBSTITUTE FORM W-9
- ---------------------------------------------------------------------------------------------------
SUBSTITUTE Part I: PLEASE PROVIDE Social Security Number
FORM W-9 YOUR TIN IN THE BOX
Department of the Treasury AT RIGHT AND CERTIFY OR
Internal Revenue Service BY SIGNING AND ---------------------------------
DATING BELOW Employer Identification Number
Payer's Request for Taxpayer
Identification Number (TIN) ------------------------------------------------------------------
Part II: Check the box if you are NOT subject to back-up
withholding under the provisions of Section 2406(a)(1)(c) of
the Internal Revenue Code because (1) you have not been
notified by the Service that you are subject to back-up
withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified
you that you are no longer subject to back-up withholding.
------------------------------------------------------------------
Park III: Awaiting TIN
- ---------------------------------------------------------------------------------------------------
</Table>
CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
Signature Date
----------------------------------- ---------------------------
Name:
---------------------------------------
(Please Print)
- --------------------------------------------------------------------------------
7
- --------------------------------------------------------------------------------
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for EBC Notes in a principal amount not
exchanged, or EDBS Notes, are to be issued in the name of someone other than the
person whose signature appear in Box 2, or if EBC Notes delivered by book-entry
transfer which are not accepted for exchange are to be returned by credit to an
account maintained at the Book-Entry Transfer facility other than the account
indicated above.
Issue and deliver:
(Check appropriate boxes)
[ ] EBC Notes not tendered
[ ] EDBS Notes, to:
(Please Print)
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:
---------------------------------------------
- --------------------------------------------------------------------------------
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for EBC Notes
or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents required
by this Letter, must be received by the Exchange Agent at one of its addresses
set forth herein on or before the Expiration Date. The method of delivery of
this Letter, certificates for EBC Notes or a Book-Entry Confirmation, as the
case may be, and any other required documents is at the election and risk of the
tendering holder, but except as otherwise provided below, the delivery will be
deemed made when actually received by the Exchange Agent. If delivery is by
mail, the use of registered mail with return receipt requested, properly
insured, is suggested.
If tendered EBC Notes are registered in the name of the signer
of the Letter of Transmittal and the EDBS Notes to be issued in exchange
therefor are to be issued (and any untendered EBC Notes are to be reissued) in
the name of the registered holder, the signature of such signer need not be
guaranteed. In any other case, the tendered EBC Notes must be endorsed or
accompanied by written instruments or transfer in form satisfactory to EDBS and
duly executed by the registered holder and the signature on the endorsement or
instrument of transfer must be guaranteed by a bank, broker, dealer, credit
union, savings association, clearing agency or other institution (each an
"Eligible Institution") that is a member of a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If
the EDBS Notes and/or EBC Notes not exchanged are to be delivered to an address
other than that of the registered holder appearing on the note register for the
EBC Notes, the signature on the Letter of Transmittal must be guaranteed by an
Eligible Institution.
Any beneficial owner whose EBC Notes are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender EBC Notes should contact such holder promptly and instruct
such holder to tender EBC Notes on such beneficial owner's behalf. If such
beneficial owner wishes to tender such EBC Notes himself, such beneficial owner
must, prior to completing and executing the Letter of Transmittal and delivering
such EBC Notes, either make appropriate arrangements to register ownership of
the EBC Notes in such beneficial owner's name or follow the procedures described
in the immediately preceding paragraph. The transfer of record ownership may
take considerable time.
Holders whose EBC Notes are not immediately available or who
cannot deliver their EBC Notes or a Book-Entry Confirmation, as the case may be,
and all other required documents to be Exchange Agent on or before the
Expiration Date may tender their EBC Notes pursuant to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedure: (i) tender
must be made by or through an Eligible Institution; (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 telegram,
telex, facsimile transmission, mail or hand delivery) (x) setting forth the name
and address of the holder, the description of the EBC Notes and the principal
amount of EBC Notes tendered, (y) stating that the tender is being made thereby
and (z) guaranteeing that, within five New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, this Letter
together with the certificates representing the EBC Notes or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent;
and (iii) the certificates for all tendered EBC Notes or a Book-Entry
Confirmation, as the case may be, as well as all other documents required by
this Letter, must be received by the Exchange Agent within five New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Prospectus under the caption "The Exchange
Offer-How to Tender."
The method of delivery of EBC Notes and all other documents is
at the election and risk of the holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, proper insurance be
obtained, and the mailing be made sufficiently in advance of the Expiration Date
to permit delivery to the Exchange Agent on or before the Expiration Date.
9
Unless an exemption applies under the applicable law and
regulations concerning "backup withholding" of federal income tax, the Exchange
Agent will be required to withhold, and will withhold, 31% of the gross proceeds
otherwise payable to a holder pursuant to the Exchange Offer if the holder does
not provide his or her taxpayer identification number (social security number or
employer identification number) and certify that such number is correct. Each
tendering holder should complete and sign the main signature form and the
Substitute Form W-9 included as part of the Letter of Transmittal, so as to
provide for information and certification necessary to avoid backup withholding,
unless an applicable exemption exists and is proved in a manner satisfactory to
EDBS and the Exchange Agent.
If a holder desires to accept the Exchange Offer and time will
not permit a Letter of Transmittal or EBC Notes to reach the Exchange Agent
before the Expiration Date, a tender may be effected if the Exchange Agent has
received at its office listed on the front cover hereof on or prior to the
Expiration Date a letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering holder, the
principal amount of the EBC Notes being tendered, the names in which the EBC
Notes are registered and, if possible, the certificate numbers of the EBC Notes
to be tendered, and stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange trading days after the
date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the EBC Notes, in proper form for transfer, will be
delivered by such Eligible Institution together with a properly completed and
duly executed Letter of Transmittal (and any other required documents). Unless
EBC Notes being tendered by the above-described method (or a timely Book-Entry
Confirmation) are deposited with the Exchange Agent within the time period set
forth above (accompanied or preceded by a properly completed Letter of
Transmittal and any other required documents), EDBS may, at its option, reject
the tender. Copies of a Notice of Guaranteed Delivery which may be used by
Eligible Institutions for the purposes described in this paragraph are available
from the Exchange Agent.
A tender will be deemed to have been received as of the date
when the tendering holder's properly completed and duly signed Letter of
Transmittal accompanied by the EBC Notes (or a timely Book-Entry Confirmation)
is received by the Exchange Agent. Issuances of EDBS Notes in exchange for EBC
Notes tendered pursuant to a Notice of Guaranteed Delivery or letter, telegram
or facsimile transmission to similar effect (as provided above) by an Eligible
Institution will be made only against deposit of the Letter of Transmittal (and
any other required documents) and the tendered EBC Notes (or a timely Book-Entry
Confirmation).
All questions as to the validity, form, eligibility (including
time of receipt), acceptance and withdrawal of tendered EBC Notes will be
determined by EDBS, whose determination will be final and binding. EDBS reserves
the absolute right to reject any or all tenders that are not in proper form or
the acceptance of which, in the opinion of EDBS's counsel, would be unlawful.
EDBS also reserves the right to waive any irregularities or conditions of tender
as to particular EBC Notes. All tendering holders, by execution of this Letter,
waive any right to receive notice of acceptance of their EBC Notes. EDBS's
interpretation of the terms and conditions of the Exchange Offer (including the
Letter of Transmittal and the instructions thereto) will be final and binding.
Neither EDBS, the Exchange Agent nor any other person shall be
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.
2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal
amount of any EBC Note evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the principal amount
tendered in the fourth column of Box 1 above. All of the EBC Notes represented
by a certificate or by a Book-Entry Confirmation delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. A certificate
for EBC Notes not tendered will be sent to the holder, unless otherwise provided
in Box 5, as soon as practicable after the Expiration Date, in the event that
less than the entire principal amount of EBC Notes represented by a submitted
certificate is tendered (or, in the case of EBC Notes tendered by book-entry
transfer, such non-exchanged EBC Notes will be credited to an account maintained
by the holder with the Book-Entry Transfer Facility).
10
If not yet accepted, a tender pursuant to the Exchange Offer
may be withdrawn by 5:00 p.m. on November 1, 2002. To be effective with respect
to the tender of EBC Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before EDBS notifies the Exchange Agent that it has accepted the
tender of EBC Notes pursuant to the Exchange Offer; (ii) specify the name of the
person who tendered the EBC Notes; (iii) contain a description of the EBC Notes
to be withdrawn, the certificate numbers shown on the particular certificates
evidencing such EBC Notes and the principal amount of EBC Notes represented by
such certificates; and (iv) be signed by the holder in the same manner as the
original signature on this Letter (including any required signature guarantee).
For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent
at its address set forth in the back cover of the Prospectus by 5:00 p.m. on
November 1, 2002. Any such notice of withdrawal must specify the person named in
the Letter of Transmittal as having tendered EBC Notes to be withdrawn, the
certificate numbers of EBC Notes to be withdrawn, the principal amount of EBC
Notes to be withdrawn, a statement that such holder is withdrawing his election
to have such EBC Notes exchanged, and the name of the registered holder of such
EBC Notes, and must be signed by the holder in the same manner as the original
signature on the Letter of Transmittal (including any required signature
guarantees) or be accompanied by evidence satisfactory to EDBS that the person
withdrawing the tender has succeeded to the beneficial ownership of the EBC
Notes being withdrawn. The Exchange Agent will return the properly withdrawn EBC
Notes promptly following receipt of notice of withdrawal. All questions as to
the validity of notices of withdrawals, including time of receipt, will be
determined by EDBS, and such determination will be final and binding on all
parties.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If
this Letter is signed by the holder(s) of EBC Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such EBC Notes, without alteration, enlargement or any change
whatsoever.
If any of the EBC Notes tendered hereby are owned by two or
more joint owners, all owners must sign this Letter. If any tendered EBC Notes
are held 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
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the
entire principal amount of the holder's EBC Notes are tendered; and /or (ii)
untendered EBC Notes, if any, are to be issued to the holder of record, then the
holder of record need not endorse any certificates for tendered EBC Notes, nor
provide a separate bond power. In any other case, the holder of record must
transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is 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 EDBS
of their authority to so act must be submitted, unless waived by EDBS.
Signatures on this Letter must be guaranteed by an Eligible
Institution, unless EBC Notes are tendered: (i) by a holder 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. If the signatures in this Letter or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantees must be by an
eligible guarantor institution which is a member of The Securities Transfer
Agents Medallion Program ("STAMP"), The New York Stock Exchange Medallion
Signature Program ("MSP") or The Stock Exchanges Medallion Program ("SEMP"). If
EBC Notes are registered in the name of a person other than the signer of this
Letter, the EBC Notes surrendered for exchange must be endorsed by, or be
accompanied by a written instrument or instruments of transfer or exchange, in
satisfactory form as determined by EDBS, in its sole discretion, duly executed
by the registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the EDBS
Notes or certificates for EBC Notes not exchanged are to be
11
issued or sent, if different from the name and address of the person signing
this Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering EBC Notes
by book-entry transfer may request that EBC Notes not exchanged be credited to
such account maintained at the Book-Entry Transfer Facility as such holder may
designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered EBC Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of the holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the EDBS Notes pursuant to the
Exchange Offer may be subject to back-up withholding. (If withholding results in
overpayment of taxes, a refund may be obtained). Exempt holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these back-up withholding and reporting requirements. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by
EDBS on account of EDBS Notes issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; (ii) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding; or (iii) in accordance with the
Guidelines, such holder is exempt from back-up withholding. If the EBC Notes are
in more than one name or are not in the name of the actual owner, consult the
enclosed Guidelines for information on which TIN to report.
6. TRANSFER TAXES. EDBS will pay all transfer taxes, if any, applicable
to the transfer of EBC Notes to it or its order pursuant to the Exchange Offer.
If, however, the EDBS Notes or certificates for EBC Notes not exchanged are to
be delivered to, or are to be issued in the name of, any person other than the
record holder, or if tendered certificates are recorded in the name of any
person other than the person signing this Letter, or if a transfer tax is
imposed by any reason other than the transfer of EBC Notes to EDBS or its order
pursuant to the Exchange Offer, then the amount of such transfer taxes (whether
imposed on the record holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of taxes or exemption from
taxes is not submitted with this Letter, the amount of transfer taxes will be
billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the certificates listed in
this Letter.
7. WAIVER OF CONDITIONS. EDBS reserves the absolute right to amend or
waive any of the specified conditions in the Exchange Offer in the case of any
EBC Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for EBC Notes 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 or this Letter, may be directed to the Exchange Agent.
IMPORTANT: THIS LETTER (TOGETHER WITH CERTIFICATES REPRESENTING TENDERED EBC
NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE (AS DEFINED
IN THE PROSPECTUS).
12