EXHIBIT 99.1
LETTER OF TRANSMITTAL
To Tender for Exchange
10 1/2% Senior Subordinated Notes due 2012
for
10 1/2% Senior Subordinated Notes due 2012
that have been registered under the Securities Act of 1933
of
NDCHEALTH CORPORATION
Unconditionally Guaranteed by
THE SUBSIDIARY GUARANTORS
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON ________, 2003 UNLESS EXTENDED (THE "EXPIRATION DATE").
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PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
The Exchange Agent (the "Exchange Agent") for the Offer is:
REGIONS BANK
By Mail, Hand or Overnight Courier: For New York Hand Deliveries:
Regions Bank Regions Bank
Corporate Trust Department 55 Water Street, First Floor
60 Commerce Street New York, New York 10041
Second Floor
Montgomery, Alabama 36104
For Information or to Confirm by
Telephone:
(334) 2030-6119
Attn: JoAnn Mayfield
Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute a valid delivery unless an Agent's Message is
delivered in accordance with Instruction 1 to this Letter of Transmittal.
For any questions regarding this Letter of Transmittal or for any
additional information, you may contact the Exchange Agent by telephone at (334)
230-6120.
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2003 (the "Prospectus") of NDCHealth Corporation, a Delaware
corporation (the "Company") and certain of the Company's domestic subsidiaries
(the "Subsidiary Guarantors"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange its 10 1/2% senior subordinated notes due 2012 (the "New
Notes") that have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for its outstanding 10 1/2% senior subordinated notes
due 2012 (the "Old Notes"), of which $200,000,000 aggregate principal amount is
outstanding. Capitalized terms used but not defined in this Letter of
Transmittal have the meanings ascribed to them in the Prospectus.
For each Old Note accepted for exchange, the Holder of that Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note. Old Notes accepted for exchange will not receive accrued
interest at the time of exchange. However, each New Note will bear interest:
o from the later of (1) the last interest payment date on which
interest was paid on the Old Note surrendered in exchange for
the New Note or (2) if the Old Note is exchanged for the New
Note on a date after the record date for an interest payment
date to occur on or after the date of the exchange and as to
which that interest will be paid, the date of that interest
payment date, or
o if no interest has been paid on the Old Note, from November
26, 2002.
This letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded with the letter 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 ("DTC")
pursuant to the procedures set forth in "The Exchange Offer--Book Entry
Transfer" 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 DTC (a "Book-Entry Confirmation") and all other documents
required by this Letter of Transmittal to the Exchange Agent on or before the
Expiration Date, must 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 DTC does not constitute delivery to the Exchange Agent.
The undersigned hereby tenders the Old Notes described in Box 1 below
pursuant to the terms and conditions described in the Prospectus and this Letter
of Transmittal. The undersigned is the registered owner of all the tendered Old
Notes and the undersigned represents that it has received from each beneficial
owner of the tendered Old Notes (collectively, the "Beneficial Owners") a duly
completed and executed form of "Instructions to Registered Holder and/or DTC
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
tendered Old Notes, the undersigned hereby exchanges, assigns and transfers to,
or upon the order of, the Company, all right, title, and interest in, to, and
under the Old 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 respect to the tendered Old Notes, with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver the tendered Old Notes to the Company
or cause ownership of the tendered Old Notes to be transferred to, or upon the
order of, the Company, on the books of the registrar for the Old Notes and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company upon receipt by the Exchange Agent, as the undersigned's
agent, of the New Notes to which the undersigned is entitled upon acceptance by
the Company of the tendered Old Notes pursuant to the Exchange Offer, and (ii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of the tendered Old Notes, all in accordance with the terms of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions" below
(Box 2), please issue the New Notes exchanged for tendered Old Notes in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3), please send or cause to be sent the
certificates for the New Notes (and accompanying documents, as appropriate) to
the undersigned at the address shown below in Box 1.
2
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions to this letter will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer, subject only to withdrawal of tenders on the
terms set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawals of Tenders of Old Notes." All authority conferred in this
Letter of Transmittal or agreed to be conferred will survive the death,
bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and
every obligation of the undersigned or any Beneficial Owners under this Letter
of Transmittal will be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned and such Beneficial Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
being surrendered, and that, when the Old Notes are accepted for exchange as
contemplated in this Letter of Transmittal, the Company will acquire good and
unencumbered title thereto, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements, other
obligations relating to their sale or transfer and adverse claims. The
undersigned and each Beneficial Owner will, upon request, execute and deliver
any additional documents reasonably requested by the Company or the Exchange
Agent as necessary or desirable to complete and give effect to the transactions
contemplated hereby.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Notes being acquired pursuant to the Exchange Offer
are being acquired in the ordinary course of business of the undersigned or of
any other person receiving New Notes pursuant to the Exchange Offer through the
undersigned, whether or not that person is the holder of Old Notes, (ii) neither
the undersigned nor any other person acquiring the New Notes pursuant to the
Exchange Offer through the undersigned, whether or not that person is the holder
of Old Notes, is participating in, has an intent to participate in or has an
arrangement or understanding with any other person to participate in the
distribution of the New Notes, (iii) if any of the undersigned or any other
person acquiring the New Notes pursuant to the Exchange Offer through the
undersigned, whether or not that person is the holder of Old Notes, is a
broker-dealer or is participating in the Exchange Offer for the purpose of
distributing the New Notes, it agrees to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale of New Notes and acknowledges that it cannot rely on the
position of the staff of the Securities and Exchange Commission set forth in
no-action letters; (iv) the undersigned or any other person acquiring the New
Notes pursuant to the Exchange Offer through the undersigned, whether or not
that person is the holder of Old Notes, understands that any secondary resale
transaction and any resales of New Notes it obtains in exchange for Old Notes
acquired by it directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K of the Securities
and Exchange Commission; (v) except as otherwise disclosed in writing with this
Letter of Transmittal, neither the undersigned nor any other person acquiring
the New Notes pursuant to the Exchange Offer through the undersigned, whether or
not that person is the holder of Old Notes, is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company or the Subsidiary Guarantors
and, if the undersigned or any such person is an affiliate, that it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, and (vi) if any of the undersigned or any other person
acquiring the New Notes pursuant to the Exchange Offer through the undersigned,
whether or not that person is the holder of Old Notes, is a broker-dealer that
will receive New Notes for its own account in exchange for Old 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
New Notes. By acknowledging that it will deliver 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.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED WITH THIS LETTER
OF TRANSMITTAL.
|_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE BOX 4 BELOW.
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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 DTC
AND COMPLETE BOX 5 BELOW.
|_| 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
TO THE PROSPECTUS.
Name:
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Address:
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
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Box 1
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DESCRIPTION OF OLD NOTES TENDERED
(Attach additional signed pages, if necessary)
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Aggregate
Principal Aggregate
Name(s) and Address(es) of Registered Holder(s), Certificate Amount Principal
exactly as name(s) appear(s) on Note Certificate(s) Number(s) of Represented by Amount
(Please fill in, if blank) Old Notes* Certificate(s) Tendered**
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TOTAL
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* Need not be completed if Old Notes are being tendered by book-entry
transfer.
** The minimum permitted tender is $1,000 in principal amount of Old
Notes. All other tenders must be in integral multiples of $1,000 of
principal amount. Unless otherwise indicated in this column, the
aggregate principal amount of the Old Notes represented by the
certificates identified in this Box 1 or delivered to the Exchange
Agent with this letter will be deemed tendered. See Instruction 3.
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5
Box 2 Box 3
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6) (See Instructions 4, 5 and 6)
To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old
Notes not exchanged and/or New Notes are to be issued in Notes not exchanged and/or New Notes are to be sent to
the name of and sent to someone other than the undersigned someone other than the undersigned, or to the undersigned
or if Old Notes delivered by book-entry transfer which are at an address other than that shown in Box 1.
not accepted for exchange are to be returned by credit to
an account maintained at DTC other than the account set
forth in Box 5.
Mail New Note(s) and any untendered Old Notes to:
Issue New Note(s) and/or Old Notes to:
Name(s): Name(s):
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(Please Type or Print) (Please Type or Print)
Address: Address:
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(Include Zip Code)
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(Tax Identification or Social Security Number) (Include Zip Code)
|_| Credit unexchanged Old Notes delivered by
book-entry transfer to the DTC account set forth
below:
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(DTC Account Number)
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Box 4 Box 5
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USE OF GUARANTEED DELIVERY USE OF BOOK-ENTRY TRANSFER
(See Instruction 1) (See Instruction 1)
To be completed ONLY if Old Notes are being To be completed ONLY if delivery of Old Notes is
tendered by means of a notice of guaranteed delivery. to be made by book-entry transfer.
Name(s) of Registered Holder(s): Name of Tendering Institution:
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Date of Execution of Notice of Guaranteed Account Number:
Delivery: -----------------------------------------
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- --------------------------------------------------------- Transaction Code Number:
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Name of Institution which Guaranteed
Delivery: ---------------------------------------------------------
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BOX 6
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TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)
X
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X
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(Signature of Registered Holder(s) or Authorized Signatory)
Note: The above lines must be signed by the registered holder(s) of Old
Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to
become registered holder(s) (evidence of which authorization must be 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, that person must set forth his or her full
title below. See Instruction 4.
Name(s):
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Capacity:
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Street Address:
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(Include Zip Code)
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Area Code and Telephone Number:
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Tax Identification or Social Security Number:
Signature Guarantee
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(if required by Instruction 4)
Authorized Signature
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Name:
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(please type or print)
Title:
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Name of Firm:
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(Must be an Eligible Institution as defined in Instruction 1)
Address:
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(include zip code)
Area Code and Telephone Number:
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Dated:
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8
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates;
Guaranteed Delivery Procedures. This Letter of Transmittal is to be used if (a)
certificates for Old Notes are to be physically delivered to the Exchange Agent
herewith, (b) tenders are to be made according to the guaranteed delivery
procedures or (c) tenders are to be made pursuant to the procedures for delivery
by book-entry transfer, all as set forth in the Prospectus. For holders whose
Old Notes are being delivered by book-entry transfer, delivery of an Agent's
Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution
and delivery of a Letter of Transmittal by the participant(s) identified in the
Agent's Message.
To validly tender Old Notes pursuant to the Exchange Offer, either (a)
the Exchange Agent must receive a properly completed and duly executed copy of
this Letter of Transmittal with any required signature guarantees, together with
either a properly completed and duly executed Notice of Guaranteed Delivery or
certificates for the Old Notes, or an Agent's Message, as the case may be, and
any other documents required by this Letter of Transmittal, or (b) a holder of
Old Notes must comply with the guaranteed delivery procedures set forth below.
Holders of Old Notes who desire to tender them pursuant to the Exchange
Offer and whose certificates representing the Old Notes are not lost but are not
immediately available, or time will not permit all required documents to reach
the Exchange Agent before 5:00 p.m., New York City time, on 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 Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures." Pursuant to those procedures, (a) tender must be made by a firm
that is a member of a registered national securities exchange or 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" as defined by Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (each, an "Eligible Institution") and, in each instance, that
is a recognized participant in the Securities Transfer Agent Medallion Program
("STAMP") or a recognized participant in the Securities Exchange Agents
Medallion Program or the Stock Exchange Medallion Program (a "Medallion
Signature Guarantor"), (b) the Exchange Agent must have received from the
Eligible Institution, before 5:00 p.m., New York City time, on the Expiration
Date, a properly completed and duly executed Notice of Guaranteed Delivery (by
mail, hand delivery, or overnight carrier), and (c) the certificates for all
physically delivered Old Notes in proper form for transfer together with a
properly completed and duly executed Letter of Transmittal or Agent's Message,
as the case may be, and all other documents required by this Letter of
Transmittal or the Prospectus, must be received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration Date, all as
provided in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
The method of delivery of this Letter of Transmittal, the certificates
for Old Notes and other required documents is at the election and risk of the
tendering holder. Except as otherwise provided in this Letter of Transmittal and
in the Prospectus, delivery will be deemed made only when actually received by
the Exchange Agent. If delivery is by mail, we recommend that the holder use
properly insured, registered mail with return receipt requested, and that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent before 5:00 p.m., New York City time, on the
Expiration Date.
2. Beneficial Owner Instructions to Registered Holders. Only a
holder in whose name tendered Old Notes are registered on the books of the
registrar (or the legal representative or attorney-in-fact of that registered
holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner
of tendered Old Notes who is not the registered holder must arrange promptly
with the registered holder to execute and deliver this Letter of Transmittal, or
an Agent's Message by DTC, on his or her behalf through the execution and
delivery to the registered holder of the Instructions to Registered Holder
and/or DTC Participant from Beneficial Owner form accompanying this Letter of
Transmittal.
9
3. Partial Tenders. Tenders of Old Notes will be accepted only in
integral multiples of $1,000 in principal amount. If less than the entire
principal amount of Old Notes held by the holder is tendered, the tendering
holder should fill in the principal amount tendered in the column labeled
"Aggregate Principal Amount Tendered" of Box 1 above. The entire principal
amount of Old Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all Old
Notes held by the holder is not tendered, then Old Notes for the principal
amount of Old Notes not tendered and New Notes issued in exchange for any Old
Notes tendered and accepted will be sent to the holder at his or her registered
address, unless a different address is provided in the appropriate box on this
Letter of Transmittal, as soon as practicable following the Expiration Date.
4. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder(s) of the tendered Old Notes, the signature must
correspond with the name(s) as written on the face of the tendered Old Notes
without alteration, enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in DTC whose name is shown on a security
position listing as the owner of the Old Notes tendered hereby, the signature
must correspond with the name shown on the security position listing as the
owner of the Old Notes.
If any of the tendered Old Notes are registered in the name of two or
more holders, all holders must sign this Letter of Transmittal. If any Old Notes
tendered hereby are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of the
Letter of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any Old Note or instrument of transfer
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to the Company of such person's authority to so act must
be submitted.
When this Letter of Transmittal is signed by the registered holders of
the Old Notes tendered hereby, no endorsements of the Old Notes or separate
instruments of transfer are required unless New Notes, or Old Notes not tendered
or exchanged, are to be issued to a person other than the registered holders, in
which case signatures on the Old Notes or instruments of transfer must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an Eligible Institution.
If this Letter of Transmittal is signed other than by the registered
holders of the Old Notes tendered hereby, those Old Notes must be endorsed or
accompanied by appropriate instruments of transfer and a duly completed proxy
entitling the signer of this Letter of Transmittal to consent with respect to
those Old Notes, on behalf of the registered holders, in any case signed exactly
as the name or names of the registered holders appear on the Old Notes, and
signatures on those Old Notes or instruments of transfer and proxy must be
guaranteed by a Medallion Signature Guarantor, unless the signature is that of
an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by a
Medallion Signature Guarantor, unless (a) the Old Notes tendered hereby are
tendered by a registered holder (or by a participant in DTC whose name appears
on a security position listing as the owner of the Old Notes) that has not
completed Box 2 entitled "Special Issuance Instructions" or Box 3 entitled
"Special Delivery Instructions" in this Letter of Transmittal, or (b) the Old
Notes are tendered for the account of an Eligible Institution. If the Old Notes
are registered in the name of a person other than the signer of this Letter of
Transmittal, if Old Notes not accepted for exchange or not tendered are to be
registered in the name of or returned to a person other than the registered
holder, or if New Notes are to be issued to someone or delivered to someone
other than the registered holder of the Old Notes, then the signatures on this
Letter of Transmittal accompanying the tendered Old Notes must be guaranteed by
a Medallion Signature Guarantor as described above.
The Letter of Transmittal and Old Notes should be sent only to the
Exchange Agent, and not to the Company or DTC.
10
5. Special Issuance and Delivery Instructions. Tendering holders
should indicate, in the appropriate box (Box 2 or 3), the name and address to
which the New Notes and/or substitute certificates evidencing Old Notes for
principal amounts 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. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated. Holders of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
DTC as the Holder may designate on this Letter of Transmittal. If no
instructions are given, the Old Notes not exchanged will be returned to the name
or address of the person signing this Letter of Transmittal.
6. Transfer Taxes. The Company will pay all transfer taxes, if
any, applicable to the exchange of tendered Old Notes pursuant to the Exchange
Offer. If, however, New Notes and/or substitute Old Notes not exchanged 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 Old
Notes tendered hereby are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer and exchange of tendered Old Notes pursuant
to the Exchange Offer, then the amount of any such transfer taxes (whether
imposed on the registered holder or on any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of those taxes or
exemption from those taxes is not submitted with this Letter of Transmittal, the
amount of those 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 tendered Old Notes listed in this
Letter of Transmittal.
7. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of tendered
Old Notes will be determined by the Company. This determination will be final
and binding. The Company reserves the absolute right to reject any and all
tenders of Old Notes not in proper form or the acceptance of which for exchange
may, in the opinion of the Company's counsel, be unlawful. The Company also
reserves the absolute right to waive any conditions of the Exchange Offer or any
defect or irregularity in the tender of Old Notes. The interpretation of the
terms and conditions of the Exchange Offer (including this Letter of Transmittal
and the instructions hereto) by the Company will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company determines. Neither
the Company, the Exchange Agent nor any other person will be under any duty to
give notification of defects or irregularities to holders of Old Notes or incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until the defects or irregularities have been
cured or waived. Any Old 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, or if Old Notes are submitted in principal amount greater than
the principal amount of Old Notes being tendered, the unaccepted or
non-exchanged Old Notes or substitute Old Notes evidencing the unaccepted or
non-exchanged portion of the Old Notes, as appropriate, will be returned by the
Exchange Agent to the tendering holders, unless otherwise provided in this
Letter of Transmittal, as soon as practicable following the Expiration Date.
8. Waiver of Conditions. The Company reserves the absolute right
to waive any of the conditions of the Exchange Offer in the case of any tendered
Old Notes.
9. No Conditional Tenders. No alternative, conditional,
irregular, or contingent tender of Old Notes or transmittal of this Letter of
Transmittal will be accepted.
10. 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 in this Letter of Transmittal for
further instructions.
11. Requests for Assistance or Additional Copies. Questions and
requests for assistance and requests for additional copies of the Prospectus or
this Letter of Transmittal may be directed to the Exchange Agent at the address
and telephone number indicated in this Letter of Transmittal. Holders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Exchange Offer.
11
12. Acceptance of Tendered Old Notes and Issuance of New Notes;
Return of Old Notes. Subject to the terms and conditions of the Exchange Offer,
the Company will accept for exchange all validly tendered Old Notes as soon as
practicable after the Expiration Date and will issue New Notes for the Old Notes
as soon as practicable thereafter. For purposes of the Exchange Offer, the
Company will be deemed to have accepted tendered Old Notes when, as and if the
Company has given written or oral notice (immediately followed in writing) of
acceptance to the Exchange Agent. If any tendered Old Notes are not exchanged
pursuant to the Exchange Offer for any reason, those unexchanged Old Notes will
be returned, without expense, to the tendering holder at the address shown in
Box 1 or at a different address as may be indicated in this Letter of
Transmittal under "Special Delivery Instructions" (Box 3).
13. Withdrawal. Tenders may be withdrawn only pursuant to the
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawals of Tenders of Old Notes."
12