LETTER OF TRANSMITTAL
ELGAR HOLDINGS, INC.
OFFER TO EXCHANGE
9-7/8% SENIOR NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
9-7/8% SENIOR NOTES DUE 2008
PURSUANT TO THE PROSPECTUS, DATED JULY __, 1998.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
1998 UNLESS EXTENDED (THE "EXPIRATION DATE").
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MAIL DELIVERY TO: United States Trust Company of New York, N.A., EXCHANGE AGENT
By Mail:
United States Trust Company of New York
P.O. Box 844, Cooper Station
New York, NY 10276-0841
Attention: Corporate Trust Services
By Hand: By Overnight Delivery:
United States Trust Company of New United States Trust Company of New
York York
111 Broadway, Lower Level 770 Broadway, 13th Floor
New York, NY 10006 New York, NY 10003
Attention: Corporate Trust Services Attention: Corporate Trust Services
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated July __, 1998 (the "Prospectus"), of Elgar Holdings,
Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal
(the "Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $90,000,000 of its
9-7/8% Senior Notes due 2008 (the "New Notes") of the Company for a like
principal amount of the issued and outstanding 9-7/8% Senior Notes due 2008
(the "Old Notes") of the Company from the holders (the "Holders") thereof.
Capitalized terms used but not defined herein have the meanings given to them
in the Exchange Offer.
For each Old Note accepted for exchange, the Holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. No interest will be payable on the Old Notes on the
date of the exchange for the New Notes and Old Notes accepted for exchange
will cease to accrue interest from and after the consummation of the Exchange
Offer; therefore no interest will be paid thereon to the Holders at such
time. Each New Note will bear interest at 9-7/8% per annum and will be
payable in cash semiannually in arrears on each February 1 and August 1,
commencing on August 1, 1998. Holders of Old Notes accepted for exchange will
be deemed to have waived the right to receive any other payment of interest
on the Old Notes. The Company reserves the right, at any time or from time to
time, to extend the Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. The Company shall notify the Holders of the Old Notes of
any extension by means of a press release or other public announcement prior
to 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date.
This Letter is to be completed by a Holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Old Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Old Notes" section of the
Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, may tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Notes should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD NOTES
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Name and address of Registered Certificate Principal Amount
Holder as it appears on the 9-7/8% Number(s) of Old of Old Notes
Senior Notes due 2008 Notes Transmitted* Transmitted**
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* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a Holder will be deemed
to have tendered ALL of the Old Notes represented by the Old Notes
indicated in column 2. See Instruction 2. Old Notes tendered hereby must
be in denominations of principal amount of $1,000 and any integral
multiple thereof. See Instruction 1.
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/ / 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______________
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/ / 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 Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which guaranteed delivery ______________________________
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ______________ Transaction Code Number______________
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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: __________________________________________________________________
__________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal
amount of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to such Old Notes
as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the
Old Notes tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the
same are accepted by the Company. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and
attorney-in-fact with full power of substitution, for purposes of
delivering this Letter and the Old Notes to the Company. The Power of
Attorney granted in this paragraph shall be deemed irrevocable from and
after the Expiration Date and coupled with an interest. The undersigned
hereby further represents that any New Notes acquired in exchange for
Old Notes tendered hereby will have been acquired in the ordinary course
of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the Holder of such Old Notes nor
any such other person is participating, intends to participate or has an
arrangement or understanding with any person to participate in the
distribution of such New Notes and that neither the Holder of such Old
Notes nor any such other person is an "affiliate," of the Company, as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act").
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "SEC") set forth in no-action letters to third
parties, based on which the Company believes that the New Notes issued
in exchange for the Old Notes pursuant to the Exchange Offer may be
offered for resale, resold and otherwise transferred by any Holder
thereof (other than any such Holder that is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act),
without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are
acquired in the ordinary course of such Holder's business and such
Holder has no arrangement with any person to participate in the
distribution of such New Notes. 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 New Notes. If the
undersigned is a broker-dealer that will receive New Notes for in
exchange for Old Notes, it represents that the Old Notes to be exchanged
for New Notes were acquired by it as a result of market-making
activities or other trading activities, and acknowledges that it will
deliver a prospectus in connection with any resale of such New 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. The undersigned acknowledges
that in reliance on an interpretation by the staff of the SEC, a
broker-dealer may fulfill his prospectus delivery requirements with
respect to the New Notes (other than a resale of an unsold allotment
from the original sale of the Old Notes) with the Prospectus which
constitutes part of this Exchange Offer.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Old Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter
and every obligation of the undersigned hereunder shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the
undersigned. This tender may be withdrawn only in accordance with the
procedures set forth in "The Exchange Offer -- Withdrawal Rights"
section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Old Notes, please credit the account indicated
above maintained at the Book-Entry Transfer Facility. Similarly, unless
otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be issued in the name of and sent to someone other than the person
or persons whose signature(s) appear(s) on this Letter above, 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: New Notes and/or Old Notes to:
Name(s): .............................
(PLEASE TYPE OR PRINT)
.............................
(PLEASE TYPE OR PRINT)
Address: ..............................
.............................
Employer Identification # or Social Security Number:
.............................
/ / Credit unexchanged Old Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
_______________________ _______________ ____________ ____________ _
(Book-Entry Transfer Facility Account Number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at an
address other than shown in the box entitled "Description of Old Notes" on this
Letter above.
Mail: New Notes and/or Old Notes to:
Name(s): .............................
(PLEASE TYPE OR PRINT)
.............................
(PLEASE TYPE OR PRINT)
Address: .............................
.............................
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE
AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
Dated: ................................
..................................... ...............
SIGNATURE(S) OF OWNER DATE
Area code and Telephone Number ..............................
If a Holder is tendering any Old Notes, this Letter must be signed
by the registered Holder(s) as the name(s) appear(s) on the
certificate(s) for the Old Notes or by any person(s) authorized to
become registered Holder(s) by endorsements and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name(s): ................................
................................
(PLEASE TYPE OR PRINT)
Capacity: ................................
Address: ................................
................................
(INCLUDING ZIP CODE)
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SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
............................................
(AUTHORIZED SIGNATURE)
......................................................
(TITLE)
......................................................
(NAME AND FIRM)
Dated: .................................................
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER OF 9-7/8%
SENIOR NOTES DUE 2008 FOR ANY AND ALL OUTSTANDING 9-7/8% SENIOR NOTES DUE
2008 OF ELGAR HOLDINGS, INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES:
This letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" section of the Prospectus.
Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed letter (or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below.
Old Notes tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiple thereof.
Noteholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made by or
through an Eligible Institution and a Notice of Guaranteed Delivery must be
signed by such Holder, (ii) on or prior to the Expiration Date, the Exchange
Agent must receive from the Holder and the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery), substantially in the form provided by
the Company, setting forth the name and address of the Holder of Old Notes,
the certificate number or numbers of the tendered Old Notes, and the
principal amount of Old Notes tendered, stating that the tender is being made
thereby and guaranteeing that within four (4) business days after the date of
delivery of the Notice of Guaranteed Delivery, the tendered Old Notes, a duly
executed Letter of Transmittal and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent and (iii) the
certificates for all physically tendered Old Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, must be received by the Exchange Agent
within four (4) business days after the Expiration Date.
The method of delivery of this Letter, the Old Notes and all other
required documents is at the election and risk of the tendering Holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If such delivery is by mail, it is recommended that
registered mail, properly insured, with return receipt requested, be used.
Instead of delivery by mail, it is recommended that that the Holder use an
overnight or hand delivery service. In all cases, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER): If less than all of the Old Notes evidenced by a
submitted certificate are to be tendered, the tendering Holder(s) should fill
in the aggregate principal amount of Old Notes to be tendered in the box
above entitled "Description of Old Notes--Principal Amount of Old Notes
Transmitted." Holders whose Old Notes are not tendered or are tendered but
not accepted in the Exchange Offer will continue to hold such Old Notes and
will be entitled to all the rights and preferences and subject to the
limitations applicable thereto under the Indenture. Following consummation of
the Exchange Offer, the Holders will continue to be subject to the existing
restrictions upon transfer thereof and the Company will have no further
obligation to such Holders to provide for the registration under the
Securities Act of the Old Notes held by them. ALL OF THE OLD NOTES DELIVERED
TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE
INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE
OF SIGNATURES: If this Letter is signed by the registered Holder of the Old
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered Holder or Holders of the
Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued, or any untendered Old Notes are to be reissued, to a person
other than the registered Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered Holder
or Holders of any certificate(s) specified herein, such certificate(s) must
be endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed
by an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER
OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST
COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER
OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY
PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON
A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) TENDERED 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.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS: Tendering Holders of
Old Notes should indicate in the applicable box the name and address to which
New Notes issued pursuant to the Exchange Offer and/or Old Notes not
exchanged are to be sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must
also be indicated. Noteholders 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 noteholder may designate hereon.
If no such instructions are given, such Old Notes not exchanged will be
returned to the name or address of the person signing this Letter.
5. TRANSFER TAXES: The Company 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, certificates representing New Notes and/or Old
Notes for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered Holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Notes to the Company or its order pursuant to
the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered Holder or any other persons) 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 OLD NOTES SPECIFIED IN THIS LETTER.
6. WAIVER OF CONDITIONS: The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS: No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering Holders of Old Notes, by
execution of this Letter, shall waive any right to receive notice of the
acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Old Notes nor shall any of them incur any liability for failure to
give any such notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES: Any Holder whose
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 and this Letter, may be directed to the Exchange Agent, at the
address indicated above.
IMPORTANT TAX INFORMATION
Under current Federal income tax law, any Holder whose tendered Old
Notes are accepted for payment generally is required to provide the Exchange
Agent (as agent for the payer) with his or her correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If such Holder
of Old Notes is an individual, the TIN is his or her social security number.
If the Exchange Agent is not provided with the correct TIN, the Holder of Old
Notes may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such Holders of Old Notes
with respect to New Notes may be subject to backup withholding.
Certain Holders of Old Notes (including, among others, all corporations
and certain foreign individuals) may not be subject to these backup
withholding and reporting requirements. Exempt Holders of Old Notes should
indicate their exempt status on Substitute Form W-9. In order for a foreign
individual to qualify as an exempt recipient, that Holder of Old Notes must
submit a properly completed Internal Revenue Service Form W-8, signed under
penalties of perjury, attesting to his or her exempt status. Such statements
can be obtained from the Exchange Agent. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute W-9 for
additional instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 31 percent of any such payments made to the Holder of Old Notes.
Backup withholding is not an additional tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Holder of
Old Notes with respect to Old Notes exchanged pursuant to the Exchange Offer,
each Holder of Old Notes is required to notify the Exchange Agent of his, her
or its correct TIN by completing the Substitute Form W-9 below certifying the
TIN provided on such form is correct (or that such Holder of Old Notes is
awaiting a TIN) and that (1) such Holder of Old Notes has not been notified
by the Internal Revenue Service that he, she or it is subject to backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified such Holder of Old Notes that he,
she or it is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder of Old Notes is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the
Old Notes. 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 Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
guidelines on which number to report.
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PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK, N.A. AS EXCHANGE AGENT
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN ______________________
IN THE BOX AT RIGHT AND CERTIFY Social Security Number
FORM W-9 BY SIGNING AND DATING BELOW. OR
______________________
Employer
Identification Number
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DEPARTMENT OF THE Part 2: Certification - Under Part 3 -
TREASURY penalties of perjury, I certify
that: Awaiting TIN:
INTERNAL REVENUE
SERVICE (1) The number shown on this
form is my current taxpayer
identification number (or I am
waiting for a number to be
issued to me) and
(2) I am not subject to backup
withholding because: (a) I am
exempt from backup withholding,
(b) I have not been notified by
the Internal Revenue Service
(the "IRS") that I am subject to
backup withholding as a result
of a failure to report all
interest or dividends or (c) the
IRS has notified me that I am no
longer subject to backup
withholding.
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PAYER'S REQUEST FOR Certificate Instructions - You must cross out Item (2)
TAXPAYER above if you have been notified by the IRS that you are
IDENTIFICATION currently subject to backup withholding because of
NUMBER ("TIN") 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 that you are no longer
subject to backup withholding, do not cross out such
Item (2)
SIGNATURE:_________________________ DATE:____________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER, PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE W-9" FOR ADDITIONAL
DETAILS
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered
an application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Officer or
(b) I intend to mail or deliver such an application in the near future. I
understand that if I do not provide a taxpayer identification number within
sixty (60) days, 31 percent of all reportable payments made to me thereafter
will be withheld until I provide a number.
SIGNATURE: _________________________________________ DATE: _______________
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