EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT _____, EASTERN STANDARD TIME, ON
[_________________], 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO _____, EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
ECHOSTAR DBS CORPORATION
9601 South Meridien Blvd
Englewood, Colorado 80112
LETTER OF TRANSMITTAL
To Exchange
5-3/4% Senior Notes due 2008
6-3/8 % Senior Notes due 2008
Floating Rate Notes due 2008
Exchange Agent:
U.S. BANK NATIONAL ASSOCIATION
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To: U.S. Bank National Association
By facsimile: By mail/hand delivery/overnight delivery:
(651) 495-8158 U.S. Bank National Association
Attn:Specialized Finance Group Attn: Specialized Finance Group
60 Livingston Avenue
Confirm by telephone to St. Paul, Minnesota 55107
(800) 934-6802
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
[March]____, 2004 (the "Prospectus") of EchoStar DBS Corporation, a Colorado
corporation (the "Issuer"), and this Letter of Transmittal (this "Letter") for
the Issuer's 5 3/4% Senior Notes due 2008 ("2008 Fixed Rate Notes"); 6 3/8%
Senior Notes due 2011 ("2011 Fixed Rate Notes"); and Floating Note Senior Notes
due 2008 ("Floating Rate Notes" and, together with the 2008 Fixed Rate Notes and
the 2011 Fixed Rate Notes, the "Old Notes") which may be amended from time to
time, which together constitute the Issuer's offer (the "Exchange Offer") to
exchange $1,000 principal amount of its newly issued 5 3/4% Senior Notes due
2008; 6 3/8% Senior Notes due 2011; Floating Note Senior Notes due 2008
(together the "Exchange Notes") for each $1,000 in principal amount of its
outstanding Old Notes of the corresponding series that were issued and sold in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the ExchangeOffer.
All holders of Old Notes who wish to tender their Old 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 Old Notes or, if a tender of Old 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 Old 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 Old 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 Old Notes validly tendered and not withdrawn and the
issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Issuer shall be deemed to have accepted for
exchange validly tendered Old Notes when, as and if the Issuer 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, 9601 South
Meridien Blvd, Englewood, Colorado 80112, tel: (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 Old Notes of which you are the holder. If the space provided in Box 1 is
inadequate, list the certificate numbers and principal amount of Old Notes on a
separate signed schedule and affix that schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
Aggregate Principal
Name(s) and Amount and Series of
Address(es) of Old Notes (i.e., 2008 Principal Amount and
Registered Holder(s) Fixed Rate Notes; 2011 Series of Old Notes
Fixed Rate Notes or Tendered if less than all
(Please fill in if blank) Certificate Number(s)(1) Floating Rate Notees) (2)
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Totals:
1. Need not be completed if Old Notes are being tendered by book-entry.
2. Unless otherwise indicated, the entire principal amount of Old Notes
represented by a certificate or Book- Entry Confirmation delivered to
the Exchange Agent will be deemed to have been tendered.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount of Old Notes indicated
above. Subject to, and effective upon, the acceptance for exchange of the Old
Notes tendered with this Letter, the undersigned exchanges, assigns and
transfers to, or upon the order of, the Issuer all right, title and interest in
and to the Old 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 the Issuer) with respect to
the tendered Old Notes, with full power of substitution, to: (a) deliver
certificates for such Old Notes; (b) deliver Old Notes and all accompanying
evidence of transfer and authenticity to or upon the order of the Issuer upon
receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes
to which the undersigned is entitled upon the acceptance by the Issuer of the
Old Notes tendered under the Exchange Offer; and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of the Old 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 Old Notes
tendered hereby and that the Issuer 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 the Issuer to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered. The
undersigned agrees that acceptance of any tendered Old Notes by the Issuer and
the issuance of Exchange Notes in exchange therefor shall constitute performance
in full by the Issuer its obligations under the Registration Rights Agreement
(as defined in the Prospectus) and that, upon the issuance of the Exchange
Notes, the Issuer will have no further obligations or liabilities thereunder
(except in certain limited circumstances). By tendering Old Notes, the
undersigned certifies (a) that it is not an "affiliate" of the Issuer within the
meaning of the Securities Act (an "Affiliate"), that it is not a broker-dealer
that owns Old Notes acquired directly from the Issuer or an Affiliate, that it
is acquiring the Exchange Notes acquired directly from the Issuer or an
Affiliate, that it is acquiring the Exchange Notes offered hereby in the
ordinary course of the undersigned's business and that the undersigned has no
arrangement with any person to participate in the distribution of such Exchange
Notes; (b) that it is an Affiliate of the Issuer or of any of the initial
purchasers of the Old Notes in the Old Notes Offering and that it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable to it; or (c) that it is a Participating Broker-Dealer
(as defined in the Registration Rights Agreement) and that it will deliver a
prospectus in connection with any resale of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account, it will deliver a prospectus in connection with any resale
of such Exchange Notes. By so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The Issuer 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 Exchange Notes (and, if applicable, a
certificate for any Old Notes not tendered but represented by a certificate also
encompassing Old 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 OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_________________________________________
Account Number:________________________________________________________
Transaction Code Number:_______________________________________________
[] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________
Window Ticket Number (if available):___________________________________
Name of Institution which Guaranteed Delivery:_________________________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of Old Notes as their
name(s) appear(s) on certificate(s) for Old 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:__________________________________, 2004
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:_______________________________, 2004
SUBSTITUTE FORM W-9
SUBSTITUTE
FORM W-9 Part I: PLEASE PROVIDE YOUR TIN IN THE BOX
Department of the Treasury AT RIGHT AND CERTIFY BY SIGNING AND
Internal Revenue Service DATING BELOW
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Payer's Request for Taxpayer
Identification Number (TIN) _____________________________________
Social Security Number
OR ________________________________
Employer Identification Number
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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.
Part III: Awaiting TIN
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)
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes in a principal
amount not exchanged, or Exchange Notes, are to be issued in the name of someone
other than the person whose signature appear in Box 2, or if Old 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)
[ ] Old Notes not tendered
[ ] Exchange Notes, to:
(Please Print)
Name:__________________________________________________________________
Address:_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:_____________________________________
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Old
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, certifies for Old 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 Old Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor
are to be issued (and any untendered Old 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 Old Notes must be endorsed or accompanied by
written instruments or transfer in form satisfactory to the Issuer 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 Exchange Notes and/or Old Notes not exchanged are to be delivered to an
address other than that of the registered holder appearing on the note register
for the Old Notes, the signature on the Letter of Transmittal must be guaranteed
by an Eligible Institution.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Old Notes should contact such holder promptly and instruct such holder
to tender Old Notes on such beneficial owner's behalf. If such beneficial owner
wishes to tender such Old Notes himself, such beneficial owner must, prior to
completing and executing the Letter of Transmittal and delivering such Old
Notes, either make appropriate arrangements to register ownership of the Old
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 Old Notes are not immediately available or who cannot
deliver their Old 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 Old 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 Old Notes and the principal amount
of Old 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 Old 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 Old 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 Old 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.
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
the Issuer and the Exchange Agent.
If a holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or Old 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 Old Notes being tendered, the names in which the Old Notes are registered
and, if possible, the certificate numbers of the Old 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 Old 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 Old 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), the Issuer 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 Old Notes (or a timely Book-Entry Confirmation) is received
by the Exchange Agent. Issuances of Exchange Notes in exchange for Old 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 Old Notes (or a timely Book-Entry
Confirmation).
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
the Issuer, whose determination will be final and binding. The Issuer 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 the Issuer's counsel, would be
unlawful. The Issuer also reserves the right to waive any irregularities or
conditions of tender as to particular Old Notes. All tendering holders, by
execution of this Letter, waive any right to receive notice of acceptance of
their Old Notes. The Issuer'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 the Issuer, 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 Old 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 Old
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 Old 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 Old Notes
represented by a submitted certificate is tendered (or, in the case of Old Notes
tendered by book-entry transfer, such non-exchanged Old Notes will be credited
to an account maintained by the holder with the Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Old Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Issuer notifies the Exchange Agent that it has
accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify
the name of the person who tendered the Old Notes; (iii) contain a description
of the Old Notes to be withdrawn, the certificate numbers shown on the
particular certificates evidencing such Old Notes and the principal amount of
Old 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 prior to the Expiration
Date. Any such notice of withdrawal must specify the person named in the Letter
of Transmittal as having tendered Old Notes to be withdrawn, the certificate
numbers of Old Notes to be withdrawn, the principal amount of Old Notes to be
withdrawn, a statement that such holder is withdrawing his election to have such
Old Notes exchanged, and the name of the registered holder of such Old 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 the Issuer
that the person withdrawing the tender has succeeded to the beneficial ownership
of the Old Notes being withdrawn. The Exchange Agent will return the properly
withdrawn Old 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 the Issuer, 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 Old Notes tendered
hereby, the signature must correspond with the name(s) as written on the face of
the certificate(s) for such Old Notes, without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Old 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 Old Notes are tendered; and /or (ii) untendered
Old Notes, if any, are to be issued to the holder of record, then the holder of
record need not endorse any certificates for tendered Old 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 the
Issuer of their authority to so act must be submitted, unless waived by the
Issuer.
Signatures on this Letter must be guaranteed by an Eligible
Institution, unless Old 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. In the event that 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 Old Notes are registered in the name of a person other than the
signer of this Letter, the Old 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 the Issuer, 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
Exchange Notes or certificates for Old Notes not exchanged are to be 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 Old Notes by
book-entry transfer may request that Old Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such holder may
designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires
that a holder whose tendered Old 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 Exchange 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 the Issuer
on account of Exchange 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 Old 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. The Issuer will pay all transfer taxes, if
any, applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for Old 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 Old Notes to
the Issuer 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. The Issuer reserves the absolute right
to amend or waive any of the specified conditions in the Exchange Offer in the
case of any Old Notes tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder
whose certificates for Old 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 OLD
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).