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LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
7 5/8% SENIOR NOTES DUE 2013
IN EXCHANGE FOR 7 5/8% SENIOR NOTES DUE 2013
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
OF
SUN MEDIA CORPORATION
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2003 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY
SUN MEDIA CORPORATION IN ITS SOLE DISCRETION.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
NATIONAL CITY BANK
DELIVER TO:
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<Caption>
BY MAIL: BY HAND OR OVERNIGHT DELIVERY: NEW YORK DROP:
National City Bank National City Bank National City Bank
P.O. Box 92301 Corporate Trust Operations The Depository Trust Company
LOC #5352 4100 West 150th Street, 3rd Transfer Agent Drop Service
Cleveland, Ohio 44193-0900 Floor 55 Water Street
LOC #5352 Jeanette Park Entrance
Cleveland, Ohio 44135-1385 New York, New York 10041
BY FACSIMILE:
(216) 222-9326
CONFIRM BY TELEPHONE:
(216) 222-2552
Attention: Holly Pattison
</Table>
DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS
SET FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus dated March [ ], 2003 (the "Prospectus") of Sun Media Corporation
("Sun Media") and this letter of transmittal, which together constitute Sun
Media's offer (the "Exchange Offer") to exchange $1,000 in stated amount at
maturity of a new series of 7 5/8% Senior Notes due 2003 (the "Exchange Notes")
of Sun Media for each $1,000 in stated amount at maturity of outstanding 7 5/8%
Senior Notes due 2013 (the "Outstanding Notes") of Sun Media. The terms of the
Exchange Notes are identical in all material respects (including stated amount
at maturity, interest rate and maturity) to the terms of the Outstanding Notes
for which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes will have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and, therefore, will not bear legends
restricting their transfer.
This letter of transmittal is to be used by Holders (as defined below) if:
(i) certificates representing Outstanding Notes are to be physically delivered
to the Exchange Agent with this letter of transmittal by
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Holders; (ii) tender of Outstanding Notes is to be made by book-entry transfer
to the Exchange Agent's account at The Depository Trust Company ("DTC") by any
financial institution that is a participant in DTC and whose name appears on a
security position listing as the owner of Outstanding Notes (such participants,
acting on behalf of Holders, are referred to in this letter of transmittal,
together with such Holders, as "Acting Holders"); or (iii) tender of Outstanding
Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If delivery of the Outstanding Notes is to be made by book-entry transfer to
the account maintained by the Exchange Agent at DTC as set forth in (ii) in the
immediately preceding paragraph, this letter of transmittal need not be manually
executed; provided, however, that tenders of Outstanding Notes must be effected
in accordance with the procedures mandated by DTC's Automated Tender Offer
Program ("ATOP"). To tender Outstanding Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which the participant acknowledges its receipt of, and
agrees to be bound by, this letter of transmittal.
Unless the context requires otherwise, the term "Holder" for purposes of
this letter of transmittal means: (i) any person in whose name Outstanding Notes
are registered on the books of Sun Media or any other person who has obtained a
properly completed bond power from the registered Holder, or (ii) any
participant in DTC whose Outstanding Notes are held of record by DTC who desires
to deliver such Outstanding Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this letter of
transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
The instructions included with this letter of transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING
NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
2
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List below the Outstanding Notes to which this letter of transmittal
relates. If the space provided below is inadequate, the Certificate Numbers and
Stated Amounts at Maturity should be listed on a separate signed schedule
affixed hereto. Tenders of Outstanding Notes will be accepted only in authorized
denominations of $1,000.
<Table>
<Caption>
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DESCRIPTION OF OUTSTANDING NOTES
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CERTIFICATE NUMBER(S)* AGGREGATE STATED AMOUNT
NAME(S) AND ADDRESS(ES) (ATTACH SIGNED LIST IF AT MATURITY TENDERED
(PLEASE FILL IN, IF BLANK) NECESSARY) (IF LESS THAN ALL)**
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--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
--------------------------------------
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TOTAL STATED AMOUNT AT MATURITY OF OUTSTANDING NOTES TENDERED
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</Table>
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all
Outstanding Notes listed. See Instruction 2.
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
DTC Book-Entry Account _____________________________________________________
Transaction Code No. _______________________________________________________
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available, or (ii) who cannot deliver their
Outstanding Notes, the letter of transmittal or any other required documents to
the Exchange Agent prior to the Expiration Date, or cannot complete the
procedure for book-entry transfer on a timely basis, may effect a tender
according to the guaranteed delivery procedures and must also complete the
Notice of Guaranteed Delivery.
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Outstanding Notes __________________________________
Window Ticket No. (if any) _________________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Eligible Institution That Guaranteed Delivery ______________________
DTC Book-Entry Account No. _________________________________________________
If Delivered by Book-Entry Transfer: Name of
Tendering Institution ______________________________________________________
Transaction Code No. _______________________________________________________
3
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/ / 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 ____________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes 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 Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Sun Media the stated amount at maturity of
Outstanding Notes described on page 2. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered herewith, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
Sun Media all right, title and interest in and to such Outstanding Notes. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
the true and lawful agent and attorney-in-fact of the undersigned (with full
knowledge that said Exchange Agent also acts as the agent of Sun Media and as
Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) to
cause the Outstanding Notes to be assigned, transferred and exchanged. The
undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Outstanding Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Outstanding Notes,
and that, when the same are accepted for exchange, Sun Media will acquire good
and unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or proxies. The undersigned also warrants that it will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or Sun
Media to be necessary or desirable to complete the exchange, assignment and
transfer of tendered Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by Sun Media) as more particularly set forth
in the Prospectus, Sun Media may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
By tendering, each Holder of Outstanding Notes represents to Sun Media that
(i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such Holder, (ii) neither the
Holder of Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes, (iii) if the Holder is not a broker-dealer or is a broker-dealer
but will not receive Exchange Notes for its own account in exchange for
Outstanding Notes, neither the Holder nor any such other person is engaged in or
intends to participate in a distribution of the Exchange Notes and (iv) neither
the Holder nor any such other person is an "affiliate" of Sun Media within the
meaning of Rule 405 under the Securities Act of 1933, as amended, or, if such
Holder is such an "affiliate", that such Holder will comply with the
registration and prospectus delivery requirements of the
4
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Securities Act to the extent applicable. If the tendering Holder is a
broker-dealer (whether or not it is also an "affiliate" of Sun Media within the
meaning of Rule 405 under the Securities Act) that will receive Exchange Notes
for its own account in exchange for Outstanding Notes, it represents that the
Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as
a result of market-making activities or other trading activities, and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, Sun Media shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if Sun Media has given
oral or written notice of such acceptance to the Exchange Agent and complied
with the applicable provisions of the Registration Rights Agreement. If any
tendered Outstanding Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason or if Outstanding Notes are submitted for a
greater stated amount at maturity than the Holder desires to exchange, such
unaccepted or non-exchanged Outstanding Notes will be returned without expense
to the tendering Holder of such Outstanding Notes (or, in the case of
Outstanding Notes tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to customary book-entry
transfer procedures, such non-exchanged Notes will be credited to an account
maintained with such Book-Entry Transfer Facility) as promptly as practicable
after the expiration or termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this letter of
transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation under this letter of transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Outstanding Notes pursuant to
the instructions hereto and Sun Media's acceptance of such Outstanding Notes
will constitute a binding agreement between the undersigned and Sun Media upon
the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the Exchange Notes issued in exchange for
the Outstanding Notes accepted for exchange, and return any Outstanding Notes
not tendered or not exchanged, in the name(s) of the undersigned (or in either
such event, in the case of Outstanding Notes tendered by DTC, by credit to the
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange and any
certificates for Outstanding Notes not tendered or not exchanged (and
accompanying documents as appropriate) to the undersigned at the address shown
below the undersigned's signature, unless, in either event, tender is being made
through DTC. In the event that both "Special Issuance Instructions" and "Special
Delivery Instructions" are completed, please issue the certificates representing
the Exchange Notes issued in exchange for the Outstanding Notes accepted for
exchange, and return any Outstanding Notes not tendered or not exchanged, in the
name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that Sun Media has no obligation pursuant to the "Special
Issuance Instructions" and "Special Delivery Instructions" to transfer any
Outstanding Notes from the name of the registered Holder thereof if Sun Media
does not accept for exchange any of the Outstanding Notes so tendered.
5
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SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE 12)
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING
NOTES REGARDLESS OF WHETHER OUTSTANDING NOTES ARE BEING
PHYSICALLY DELIVERED HEREWITH)
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This letter of transmittal must be signed by the Holder(s) of
Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for
Outstanding Notes or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of
Outstanding Notes, or by person(s) authorized to become registered Holder(s)
by endorsements and documents transmitted with this letter of transmittal.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to Sun Media of such
person's authority to so act. See Instruction 3. If the signature appearing
below is not of the registered Holder(s) of the Outstanding Notes, then the
registered Holder(s) must sign a valid proxy.
<Table>
x Date:
x Date:
Signature(s) of Holder(s) or Authorized
Signatory
Name(s): Address:
(Please Print) (Including Zip Code)
Area Code and
Capacity(ies): Telephone No.:
Taxpayer Identification or Social Security No(s).:
</Table>
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code) of
Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Dated: ________________________
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6
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4)
To be completed ONLY if certificates for Outstanding Notes in a stated
amount at maturity not tendered are to be issued in the name of, or the
Exchange Notes issued pursuant to the Exchange Offer are to be issued to the
order of, someone other than the person(s) whose signature(s) appear(s)
within this letter of transmittal or issued to an address different from
that shown in the box entitled "Description of Outstanding Notes" within
this letter of transmittal, or if Outstanding Notes tendered by book-entry
transfer that are not accepted are maintained at DTC other than the account
at DTC indicated above.
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 on Page 12)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4)
To be completed ONLY if certificates for Outstanding Notes in a stated
amount at maturity not tendered or not accepted for purchase or the Exchange
Notes issued pursuant to the Exchange Offer are to be sent to someone other
than the person(s) whose signature(s) appear(s) within this letter of
transmittal or to an address different from that shown in the box entitled
"Description of Outstanding Notes" within this letter of transmittal or to
be credited to an account maintained at DTC other than the account at DTC
indicated above.
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 on Page 12)
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7
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The
certificates for the tendered Outstanding Notes (or a confirmation of a
book-entry into the Exchange Agent's account at DTC of all Outstanding Notes
delivered electronically), as well as a properly completed and duly executed
copy of this letter of transmittal or facsimile hereof and any other documents
required by this letter of transmittal, must be received by the Exchange Agent
at its address set forth on page 1 prior to 5:00 p.m., New York City time, on
the Expiration Date. The method of delivery of the tendered Outstanding Notes,
this letter of transmittal and all other required documents to the Exchange
Agent is at the election and risk of the Holder and, except as otherwise
provided below, the delivery will be deemed made only when actually received by
the Exchange Agent. Instead of delivery by mail, it is recommended that the
Holder use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure timely delivery. No letter of transmittal or
Outstanding Notes should be sent to Sun Media.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available or (ii) who cannot deliver their Outstanding
Notes, this letter of transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their
Outstanding Notes and follow the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
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 facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Outstanding Notes, the certificate number or numbers of such
Outstanding Notes and the stated amount at maturity of Outstanding Notes
tendered, stating that the tender is being made by such Notice of Guaranteed
Delivery and guaranteeing that within three New York Stock Exchange trading days
after the Expiration Date, this letter of transmittal (or a copy of this letter
of transmittal), together with the certificate(s) representing the Outstanding
Notes (or a confirmation of electronic mail delivery of book-entry into the
Exchange Agent's account at DTC) and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed letter of transmittal (or a copy of this letter
of transmittal), as well as all other documents required by this letter of
transmittal and the certificate(s) representing all tendered Outstanding Notes
in proper form for transfer (or a confirmation of electronic mail delivery
book-entry delivery into the Exchange Agent's account at DTC), must be received
by the Exchange Agent within three New York Stock Exchange trading days after
the Expiration Date. Any Holder of Outstanding Notes who wishes to tender
Outstanding Notes 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.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by Sun Media in its sole discretion, which determination will be
final and binding. Sun Media reserves the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes Sun Media's
acceptance of which would, in the opinion of counsel for Sun Media, be unlawful.
Sun Media also reserves the absolute right to waive any defects, irregularities
or conditions of tender as to particular Outstanding Notes. Sun Media's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this letter of transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as Sun Media shall
determine. Although Sun Media intends to notify Holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither Sun Media,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Outstanding
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Outstanding Notes
8
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will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding Notes 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 without cost by the Exchange Agent to the
tendering Holders of Outstanding Notes, unless otherwise provided in this letter
of transmittal, as soon as practicable following the expiration or termination
of the Exchange Offer.
2. PARTIAL TENDERS. If less than all Outstanding Notes are tendered, the
tendering Holder should fill in the number of Outstanding Notes tendered in the
third column of the chart entitled "Description of Outstanding Notes." All
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If not all Outstanding Notes are tendered,
a certificate or certificates representing Exchange Notes issued in exchange of
any Outstanding Notes tendered and accepted will be sent to the Holder at its
registered address, unless a different address is provided in the appropriate
box in this letter of transmittal or unless tender is made through DTC, promptly
after the Outstanding Notes are accepted for exchange.
3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this letter of transmittal (or a copy of this
letter of transmittal) is signed by the registered Holder(s) of the Outstanding
Notes tendered herewith, the signature(s) must correspond with the name(s) as
written on the face of the Outstanding Notes without alteration, enlargement or
any change whatsoever.
If this letter of transmittal (or a copy of this letter of transmittal) is
signed by the registered Holder of Outstanding Notes tendered and the
certificates for Exchange Notes issued in exchange therefor are to be issued (or
certificates for any untendered Outstanding Notes are to be reissued) to the
registered Holder, such Holder need not and should not endorse any tendered
Outstanding Notes, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Outstanding Notes tendered or transmit a
properly completed separate bond power with this letter of transmittal, with the
signature on the endorsement or bond power guaranteed by an Eligible
Institution.
If this letter of transmittal (or a copy of this letter of transmittal) is
signed by a person other than the registered Holder(s) of the Outstanding Notes,
the Outstanding Notes surrendered for exchange must be endorsed or accompanied
by a properly completed bond power that authorizes such person to tender the
Outstanding Notes on behalf of the registered Holder(s), in either case signed
as the name(s) of the registered Holder(s) appear(s) on the Outstanding Notes.
If this letter of transmittal (or a copy of this letter of transmittal) or
any Outstanding Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in fiduciary or representative capacities, such persons should so
indicate when signing, and unless waived by Sun Media, evidence satisfactory to
Sun Media of their authority to so act must be submitted with this letter of
transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this letter of transmittal (or a copy of this letter of
transmittal) or a notice of withdrawal, as the case may be, must be guaranteed
by a member firm of a registered national securities exchange, a member firm of
the National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "Eligible Institution"), unless the Outstanding Notes tendered pursuant
hereto are tendered (i) by a registered Holder (including any participant in DTC
whose name appears on a security position listing as the owner of Outstanding
Notes) who has not completed the box on page 7 entitled "Special Issuance
Instructions" or "Special Delivery Instructions" of this letter of transmittal
or (ii) for the account of an Eligible Institution.
9
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4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
or substitute Outstanding Notes for stated amounts at maturity not tendered or
not accepted for exchange are to be sent, if different from the name and address
of the person signing this letter of transmittal (or in the case of tender of
the Outstanding Notes through DTC, if different from the account maintained at
DTC indicated above). In the case of issuance in a different name, the taxpayer
identification number or social security number of the person named must also be
provided.
5. TRANSFER TAXES. Sun Media shall pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes, or certificates
representing Outstanding Notes for stated amounts at maturity not tendered or
accepted for exchange, are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of the Outstanding Notes being
tendered, or if transfer taxes are imposed for any reason other than the
exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of
any transfer taxes (whether imposed on the registered Holder or any other
person) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this letter
of transmittal.
6. AMENDMENT OR WAIVER OF CONDITIONS. Sun Media reserves the absolute
right to amend, waive or modify, in whole or in part, any of the conditions to
the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose
Outstanding Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Exchange Offer, requests for assistance and requests for additional copies of
the Prospectus and this letter of transmittal may be directed to the Exchange
Agent at the address and telephone number set forth above.
9. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering Holders of Outstanding Notes, by
execution of this letter of transmittal, waive any right to receive notice of
the acceptance of their Outstanding Notes for exchange.
10. WITHDRAWAL OF TENDERS. Tenders of Outstanding Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Outstanding Notes to be effective, a written
or facsimile notice of withdrawal must be received by the Exchange Agent at its
address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person who deposited the Outstanding Notes to be withdrawn, (ii) identify the
Outstanding Notes to be withdrawn (including the principal amounts of such
Outstanding Notes), (iii) be signed by the Holder in the same manner as the
original signature on this letter of transmittal (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee under the Indenture register the transfer of such Outstanding
Notes into the name of the person withdrawing the tender and (iv) specify the
name in which any such Outstanding Notes are to be registered, if different from
that of the Holder. If the Holder delivered or otherwise identified certificates
representing Outstanding Notes to the Exchange Agent, then the Holder must
submit the serial numbers of the certificates to be withdrawn. If
the Outstanding Notes were tendered as a book-entry transfer, the notice of
withdrawal must specify the
10
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name and number of the account at DTC to be credited with the withdrawn
Outstanding Notes and otherwise comply with the procedures of DTC.
11. DEFINITIONS. Capitalized terms used but not defined in this letter of
transmittal shall have the respective meanings set forth in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
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<Page>
IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent its social security number
or employer identification number. If the Notes are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identifying Number on Substitute Form W-9
for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYOR'S NAME: SUN MEDIA CORPORATION
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SUBSTITUTE Please fill out your name and address below:
FORM W-9
Department Of The Treasury Name:
Internal Revenue Service
Payor's Request For Taxpayer Address (Number and street):
Identification Number (TIN)
City, State and Zip Code:
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PART I -- PLEASE PROVIDE YOUR TIN IN THE TIN:
BOX AT RIGHT AND CERTIFY BY SIGNING AND (Social Security Number or
DATING BELOW Employer Identification Number)
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PART II -- CERTIFICATION -- UNDER PART III --
PENALTIES OF PERJURY, I CERTIFY THAT: ------------------------------
(1) The number shown on this form is my Awaiting TIN / /
correct Taxpayer Identification Number (or ------------------------------
I am waiting for a number to be issued to Exempt / /
me) and (2) I am not subject to backup
withholding because (a) I am exempt from
backup withholding, or (b) I have not been
notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of failure to
report all interest and dividends, or
(c) the IRS has notified me that I am no
longer subject to backup withholding.
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</Table>
<Table>
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS
that you are subject to backup withholding because of under-reporting interest or dividends 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). If you are exempt from backup withholding, check the
applicable box in Part 3.
Signature Date
Name (Please Print)
Address (Number and street)
City, State and Zip Code
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</Table>
<Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER
THE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
</Table>
12
<Page>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number to the payor by the
time of payment, 31% of all reportable payments made to me will be withheld
until I provide a number and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be remitted to
the IRS as backup withholding.
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- ------------------------------------------- -------------------------------------------
Signature Date
</Table>
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR
OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW
YORK CITY TIME ON THE EXPIRATION DATE.
(DO NOT WRITE IN SPACE BELOW)
<Table>
<Caption>
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CERTIFICATE OUTSTANDING OUTSTANDING
SURRENDERED NOTES TENDERED NOTES ACCEPTED
- ----------------------------------------------------------------------------------------
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- ----------------------------------------------------------------------------------------
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DELIVERY PREPARED BY CHECKED BY DATE
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</Table>
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