EXHIBIT 99.1
LETTER OF TRANSMITTAL
KRONOS INTERNATIONAL, INC.
Offer to Exchange
All Outstanding 8?% Senior Secured Notes due 2009
Issued on November 26, 2004
For 8 7/8% Senior Secured Notes due 2009
That Have Been Registered Under the Securities Act of 1933
Pursuant to the Prospectus dated _____________, 2005
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
______________, 2005 UNLESS EXTENDED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Registered Mail, Hand Delivery or Overnight Carrier:
The Bank of New York
Lower Ground Floor
30 Cannon Street
London
EC4M 6XH
Attn: Julie McCarthy
For Information, Call:
011 44 (207) 964-6513 or
011 44 (207) 964-7235
By Facsimile Transmission:
(for Eligible Institutions Only)
011 44 (207) 964-6369 or
011 44 (207) 964-7294
Confirm by Telephone:
011 44 (207) 964-7235
Delivery of this Letter of Transmittal to an address other than as set
forth above, or transmission of instructions via facsimile other than as set
forth above, will not constitute a valid delivery.
Please read the accompanying instructions carefully before completing this
Letter of Transmittal.
The undersigned acknowledges that it has received and reviewed the
Prospectus, dated ___________, 2005 (the "Prospectus"), of Kronos International,
Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal,
which together constitute the Company's offer (the "Exchange Offer") to exchange
its 8 7/8% Senior Secured Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of the Company's issued and outstanding unregistered
8 7/8% Senior Secured Notes due 2009 issued on November 26, 2004 (the "Old
Notes").
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. The New Notes will bear interest from the most recent date to which
interest has been paid on the Old Notes. Accordingly, registered Holders of New
Notes on the relevant record date for the first interest payment date following
the consummation of the Exchange Offer will receive interest accrued from the
most recent date to which interest has been paid. However, if that record date
occurs prior to completion of the Exchange Offer, then the interest payable on
the first interest payment date following the completion of the Exchange Offer
will be paid to the registered Holders of the Old Notes on that record date. Old
Notes accepted for exchange will cease to accrue interest from and after the
date of consummation of the Exchange Offer and will be cancelled. Holders of Old
Notes whose Old Notes are accepted for exchange will not receive any payment in
respect of accrued interest on such Old Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Old Notes
either if (i) certificates are to be forwarded herewith or (ii) tenders are to
be made by book-entry transfer to the account maintained by The Bank of New York
(the "Exchange Agent"), at Euroclear Bank S.A./N.V. or Clearstream Banking,
Societe Anonyme, Luxembourg (each a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in "The Exchange Offer -- Book-Entry Transfer" section
of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.
Tenders by book-entry transfer also may be made by delivering an Agent's
Message in lieu of this Letter. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility to and received by the Exchange
Agent and forming a part of a book-entry transfer (a "Book-Entry Confirmation"),
which states that the Book-Entry Transfer Facility has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by this Letter of
Transmittal and the Company may enforce this Letter of Transmittal against such
participant.
As used in this Letter of Transmittal, the term "Holder" with respect to
the Exchange Offer means any person in whose name Old Notes are registered on
the books of the Company or any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the holder of Old Notes.
The undersigned has completed the appropriate boxes below and signed this Letter
of Transmittal to indicate the action the undersigned desires to take with
respect to the Exchange Offer.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, then 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 TENDERED
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Names(s) and Address(es) of Registered Holder(s) Certificate Number(s)* Aggregate
(Please fill in if blank) Principal Amount Principal Amount
of Old Note(s) Tendered**
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Total
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* Do not complete if Old Notes are being tendered by book-entry transfer.
** A holder will be deemed to have tendered ALL Old Notes unless a lesser
amount is specified in this column. See Instruction 2. Old Notes tendered
hereby must be in denominations of principal amount of (euro)1,000 and any
integral multiples 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:
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Euroclear or Clearstream Account Number:
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2
Transaction Code Number:
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Check here if tendered Old Notes are enclosed herewith.
Check here if you are a broker-dealer and wish to receive ten additional
copies of the Prospectus and ten copies of any amendments or supplements
thereto.
Name:
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Address:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
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 on page 3 of this Letter of Transmittal. 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 irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Notes, with full power of substitution, among other
things, to cause the Old Notes to be assigned, transferred and exchanged. The
undersigned hereby represents and warrants that the undersigned has full power
and authority to tender, sell, assign and transfer the Old Notes, and to acquire
the New Notes issuable upon the exchange of such tendered Old Notes, and that,
when the same are accepted for exchange, 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 further represents that: (i) 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, (ii) neither the Holder of such
Old Notes nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such New Notes and (iii) neither
the Holder of such Old Notes or any such other person is an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred by
Holders 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 Holders' business and such Holders have no arrangement or understanding
with any person to participate in the distribution of such New Notes. However,
the SEC has not considered the Exchange Offer in the context of a no-action
letter and there can be no assurance that the staff of the SEC would make a
similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, then the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of the New Notes. If any Holder is an affiliate of the Company, or
has any arrangement or understanding with respect to the distribution of the New
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Notes to be acquired pursuant to the Exchange Offer, then such Holder (i) cannot
rely on the applicable interpretations of the staff of the SEC, (ii) is not
entitled and will not be permitted to tender Old Notes in the Exchange Offer and
(iii) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction. If the undersigned
is a broker-dealer that will receive New Notes for its own account in exchange
for Old Notes, then it represents that the Old Notes to be exchanged for the 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 meeting
the requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents reasonably 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 of Transmittal 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 -- Conditions to the Exchange Offer" 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 Tendered."
The undersigned, by completing the box entitled "Description of Old Notes
Tendered" above and signing this Letter of Transmittal, will be deemed to have
tendered the Old Notes as set forth in such box above.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Old Notes not exchanged To be completed ONLY if Old Notes not
and/or New Notes are to be issued in the name of someone exchanged and/or New Notes are to be sent to someone
other than the undersigned, or if Old Notes delivered by other than the undersigned, or to the undersigned at
book-entry transfer that are not accepted for exchange an address other than shown in the box entitled
are to be returned by credit to an account maintained at "Description of Old Notes Tendered" on this Letter of
the Book-Entry Transfer Facility other than the account Transmittal.
indicated above.
Issue: New Notes Mail: New Notes
Old Notes to: Old Notes to:
Name(s): -------------------------------------------- Name(s): ------------------------------------------
(Please type or print) (Please type or print)
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Address: -------------------------------------------- Address: ------------------------------------------
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Taxpayer Identification or Social Security Number Taxpayer Identification or Social Security Number
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Credit unexchanged Old Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
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Book-Entry Transfer Facility Account Number,
if applicable: -----------------------------
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ALL TENDERING HOLDERS PLEASE SIGN HERE
(Complete Substitute Form W-9 on page 8)
X-------------------------------------- -------------------------, 2005
(Date)
X------------------------------------- -------------------------, 2005
(Date)
Area Code and Telephone Number ------------------------------------------------
This Letter of Transmittal must be signed by the registered holder(s) or
Book-Entry Transfer Facility participant(s) exactly as the name(s) appear(s) on
the Old Notes or on a security position listing 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, then
please provide the following information. See Instruction 3.
Name(s): -----------------------------------------------------------------------------------
(Please Type or Print)
Capacity (full title):-----------------------------------------------------------------------
Address:-------------------------------------------------------------------------------------
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Taxpayer Identification or Social Security Number:-------------------------------------------
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed
By an Eligible Institution:------------------------------------------------------------------
(Authorized Signature)
Name and Title:------------------------------------------------------------------------------
Name of Firm:--------------------------------------------------------------------------------
Dated: ----------------, 2005
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IMPORTANT: This Letter of Transmittal (or a facsimile hereof), together
with the certificates for Old Notes or a Book-Entry Confirmation and all other
required documents, 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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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYER'S NAME: The Bank of New York
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SUBSTITUTE Part 1--Please provide your taxpayer Social security number
Form W-9 identification number in the box at ___________________
Department of the Treasury right and certify by signing and
Internal Revenue Service dating below. If Old Notes are held OR
in more than one name, see the
Payer's request for Taxpayer Guidelines for Certification of Employer identification number
Identification Number ("TIN") Taxpayer Identification Number on -------------------
Substitute W-9 to determine which
number you must provide. (If awaiting TIN write "Applied For")
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Part 2--FOR PAYEES EXEMPT FROM BACK WITHHOLDING
(See the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9).
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CERTIFICATION: Under the penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding either 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
a failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding; and
(3) I am a U.S. Person (including a resident alien).
SIGNATURE -------------------------------------------------------------------------------
PRINTED NAME ----------------------------------------------------------------------------
DATE ------------------------------------, 2005
You must cross out item (2) above if you have been notified by the IRS that you
are subject to backup withholding because you failed to report all interest and
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
item (2).
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE
AWAITING A TAXPAYER IDENTIFICATION NUMBER.
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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 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 by the time of the
exchange, 28% of all reportable payments made to me thereafter will be retained
until I provide a Taxpayer Identification Number to the Exchange Agent and that,
if I do not provide my Taxpayer Identification Number within 60 days, such
retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and 28% of all reportable payments made to me thereafter will be
withheld and remitted to the Internal Revenue Service until I provide a Taxpayer
Identification Number.
Signature-------------------------- Date ------------------, 2005
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6
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Old Notes.
This Letter of Transmittal is to be completed by Holders of Old Notes
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 -- Book-Entry Transfer" section of the Prospectus and an Agent's
Message is not delivered. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter of Transmittal. The term
"Agent's Message" means a message, transmitted by the Book-Entry Transfer
Facility to and received by the Exchange Agent and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgement from the tendering participant, which
acknowledgement states that such participant has received and agrees to be bound
by this Letter of Transmittal and that the Company may enforce this Letter of
Transmittal against such participant. 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 of Transmittal (or manually signed facsimile
hereof or Agent's Message in lieu thereof) and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date. Old Notes tendered
hereby must be in denominations of principal amount of (euro)1,000 and any
integral multiples thereof.
The method of delivery of this Letter of Transmittal, 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. Rather than mail these items, we recommend that Holders use
an overnight or hand delivery service, 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 Holders who tender by book-entry
transfer).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, then the tendering Holder(s) should fill in the aggregate
principal amount of the Old Notes to be tendered in the box above entitled
"Description of Old Notes Tendered--Principal Amount Tendered." A reissued
certificate representing the balance of non-tendered Old Notes will be sent to
such tendering Holder, unless otherwise provided in the appropriate box on this
Letter of Transmittal, promptly after the Expiration Date. 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 of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered Holder of the Old
Notes tendered hereby, then the signature must correspond exactly with the name
as written on the face of the certificates without any change whatsoever. If
this Letter of Transmittal is signed by a Book-Entry Transfer Facility
participant, then the signature must correspond with the name as it appears on
the security position listing as the owner of the Old Notes.
If any tendered Old Notes are owned of record by two or more joint owners,
then all of such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names, then it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered Holder(s) of
the Old Notes specified herein and tendered hereby, no endorsements of the
tendered Old Notes 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 Old Notes
transmitted hereby or separate bond powers are required. Signatures on the Old
Notes or bond power must be guaranteed by an Eligible Institution.
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If this Letter of Transmittal is signed by a person other than the
registered Holder(s) of any Old Notes specified herein, then such Old Notes 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 Old Notes (or security position listing) and signatures on the Old Notes or
bond power must be guaranteed by an Eligible Institution.
If this Letter of Transmittal 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, then
such persons should so indicate when signing, and, unless waived by the Company,
must submit proper evidence satisfactory to the Company of their authority to so
act.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by a firm or other entity identified in Rule
17Ad-15 under the Exchange Act as an "eligible guarantor institution," including
(as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal
securities broker or dealer or government securities broker or dealer, (iii) a
credit union, (iv) a national securities exchange, registered securities
association or clearing agency, or (v) a savings association that is a
participant in a Securities Transfer Association (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution if 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 whose name appears on a security
position listing as the Owner of such Old Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter of Transmittal, 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 on
page 6 of this Letter of Transmittal the name and address to which New Notes
issued pursuant to the Exchange Offer and/or substitute certificates evidencing
Old Notes not exchanged are to be issued or sent, if different from the name or
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the employer identification or social security
number of the person named must also be indicated. Holders tendering Old Notes
by book-entry transfer may request that Old Notes not exchanged be credited to
such account maintained at the Book-Entry Transfer Facility as such Holder may
designate hereon. If no such instructions are given, then such Old Notes not
exchanged will be returned to the name and address of the person signing this
Letter of Transmittal.
5. Taxpayer Identification Number and Backup Withholding.
Current U.S. federal income tax law generally requires that a tendering
Holder whose Old Notes are accepted for exchange must provide the Exchange Agent
with such Holder's correct Taxpayer Identification Number ("TIN") (which in the
case of a tendering Holder who is an individual, is his or her social security
number) on the substitute Form W-9 on page 8 of this Letter of Transmittal. If
the Company is not provided with the current TIN or an adequate basis for an
exemption from backup withholding, then such tendering Holder may be subject to
a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange
Agent may be required to withhold 30% of the amount of any reportable payments
made after the exchange to such tendering Holder of New Notes.
The Holder is required to give the Exchange Agent the TIN of the Holder or
of the last transferee appearing on the transfers attached to or endorsed on,
the Old Notes. If the Old Notes are registered in more than one name or are not
in the name of the actual owner, the Holder should consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Exempt 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, other than foreign individuals, should
furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 and
8
sign, date and return the form to the Exchange Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions. A foreign person may qualify as an exempt
recipient by submitting a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to its exempt status. Such form may
be obtained from the Exchange Agent.
If a tendering Holder does not have a TIN, then such Holder may write
"applied for" in lieu of its TIN in Part 1 of the Substitute Form W-9. Writing
"applied for" on the form means that such Holder has already applied for a TIN
or that such Holder intends to apply for one in the near future. If the Holder
has indicated "applied for," the Holder must also complete the Certificate of
Awaiting Taxpayer Identification Number on page 8 of this Letter of Transmittal
in order to avoid backup withholding. Notwithstanding that the tendering Holder
has indicated "applied for" and the Certificate of Awaiting Taxpayer
Identification Number has been completed, the Exchange Agent will withhold 30%
of all reportable payments made prior to the time that a properly certified TIN
is provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the Holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the Holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the Holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the Internal Revenue Service as backup
withholding and 30% of all payments made thereafter will be withheld and
remitted to the Internal Revenue Service until a correct TIN is provided.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of tax, a refund may be obtained.
6. 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, 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 tendered Old Notes 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 of Old Notes to the Company or its order pursuant to the Exchange
Offer, then the amount of any such 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, then the amount of such transfer taxes will be billed
directly to such tendering Holder. If the tendering holder is responsible for
the payment of any transfer taxes in accordance with this Instruction 6, then
the Company will not be required to deliver any New Notes to, or at the
discretion of, the tendering Holder until such time as such transfer taxes are
paid.
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 of
Transmittal, shall waive any right to receive notice of the acceptance of their
Old Notes for exchange.
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. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing mutilated, lost, stolen or
destroyed certificates have been followed.
9. Withdrawal Rights.
Tenders of Old 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 Old
Notes to be effective, a written notice of withdrawal must be received by the
Exchange Agent at the address on page 1 of this Letter of Transmittal prior to
5:00 p.m., New York City time, on the Expiration Date. Any such notice of
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withdrawal must (i) specify the name of the person having tendered the Old Notes
to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including certificate number or numbers and the principal amount of such Old
Notes), (iii) contain a statement that such Holder is withdrawing its election
to have such Old Notes exchanged, (iv) be signed by the Holder in the same
manner as the original signature on the letter by which such Old Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Old Notes register
the transfer of such Old Notes in the name of the person withdrawing the tender
and (v) specify the name in which such Old Notes are registered, if different
from that of the Depositor. If Old Notes have been tendered pursuant to the
procedure for book-entry transfer set forth in "The Exchange Offer -- Book-Entry
Transfer" section of the Prospectus, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Old Notes and otherwise comply with the procedures
of such facility.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties. Any Old Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer and no New Notes will be issued with respect thereto unless the
Old Notes so withdrawn are validly retendered. Any Old Notes that have been
tendered for exchange but which are not exchanged for any reason will be
returned to the Holder thereof without cost to such Holder (or, in the case of
Old Notes tendered by book-entry transfer into the Exchange Agent's account at
the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures
set forth in "The Exchange Offer - Book-Entry Transfer" section of the
Prospectus, such Old Notes will be credited to an account maintained with the
Book-Entry Transfer Facility for the Old Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following the procedures described
above at any time on or prior to 5:00 p.m., New York City time, on the
Expiration Date.
10. Irregularities.
The Company will determine, in its sole discretion, all questions as to the
form, validity, eligibility (including time of receipt) and acceptance for
exchange of any tender of Old Notes, which determination shall be final and
binding. The Company reserves the absolute right to reject any and all tenders
of any particular Old Notes not properly tendered or to not accept any
particular Old Notes which acceptance might, in the judgment of the Company or
its counsel, be unlawful. The Company also reserves the absolute right, in its
sole discretion, to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Old Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer as to any particular Old Notes either
before or after the Expiration Date (including this Letter of Transmittal and
the instructions hereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with the
tender of Old Notes for exchange must be cured within such reasonable period of
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall any
of them incur any liability for failure to give such notification.
11. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent, at the address and
telephone number indicated on page 1 of this Letter of Transmittal.
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