EXHIBIT 99.1
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON
____________, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION
DATE.
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LETTER OF TRANSMITTAL
To: State Street Bank and Trust Company
FACSIMILE TRANSMISSION: (▇▇▇) ▇▇▇-▇▇▇▇
CONFIRM BY TELEPHONE TO: (▇▇▇) ▇▇▇-▇▇▇▇
BY MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
State Street Bank and Trust Company
Attn: ▇▇▇▇▇ ▇▇▇▇▇, Corporate Actions
Two International Place, Fourth Floor
Boston, Massachusetts 02110
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
Re: Mail-Well I Corporation
To exchange outstanding 8 3/4% Senior Subordinated Notes due 2008
for new 8 3/4% Series B Senior Subordinated Notes due 2008
Exchange Agent: State Street Bank & Trust Company
The undersigned acknowledges receipt of the Prospectus dated
_________, 1999 (the "Prospectus") of Mail-Well I Corporation, a
Delaware corporation (the "Issuer"), and this Letter of Transmittal
(which may be amended from time to time) for 8 3/4% Senior Subordinated
Notes due 2008 (this "Letter"), which together constitute the Issuer's
offer (the "Exchange Offer") to exchange $1,000 principal amount of its
8 3/4% Series B Senior Subordinated Notes due 2008 (the "Exchange
Notes") for each $1,000 in principal amount of its outstanding 8 3/4%
Senior Subordinated Notes due 2008 (the "Old Notes") that were issued
and sold in a transaction exempt from registration under the Securities
Act of 1933, as amended (the "Securities Act").
The undersigned has completed, executed and delivered this Letter
to indicate the action he or she desires to take with respect to the
Exchange Offer.
All holders of Old Notes who wish to tender their Old Notes must,
prior to the Expiration Date: (1) complete, sign, date and deliver this
Letter, or a facsimile thereof, to the Exchange Agent, in person or to
the address set forth above; and (2) tender his or her Old Notes or, if
a tender of Old Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company
("DTC"), confirm such book-entry transfer (a "Book-Entry Confirmation"),
in each case in accordance with the procedures for tendering described
in the Instructions to this Letter. Holders of Old Notes whose
certificates are not immediately available, or who are unable to deliver
their certificates or Book-Entry Confirmation, together with all other
documents required by this Letter to be delivered to the Exchange Agent
on or prior to the Expiration Date, must tender their Old Notes
according to the guaranteed delivery procedures set forth under the
caption "The Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus. (See Instruction 1).
Upon the terms and subject to the conditions of the Exchange
Offer, the acceptance for exchange of Old Notes validly tendered and not
withdrawn will take place on the Expiration Date, and the issuance of
the Exchange Notes will be made as soon as reasonably practicable after
the Expiration Date. For the purposes of the Exchange Offer, the Issuer
shall be deemed to have accepted for exchange validly tendered Old Notes
when, as and if the Issuer has given written notice thereof to the
Exchange Agent.
The Instructions included with this Letter must be followed in
their entirety. Questions and requests for assistance or additional
copies of the Prospectus or this Letter may be directed to the Exchange
Agent, at the address listed above, or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Corporate
Counsel, Mail-Well I Corporation, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at (▇▇▇) ▇▇▇-▇▇▇▇.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS,
CAREFULLY BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall
have the respective meanings ascribed to them in the Prospectus. List
in Box 1 below the Old Notes of which you are the holder. If the space
provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Old Notes on a separate signed schedule and affix
that schedule to this Letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
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Principal
Name(s) and Address(es) of Registered Certificate Principal Amount of Old
Holder(s) (Please fill in if blank) Number(s) Amount Notes Tendered
of Old Notes
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Totals:
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Need not be completed if Old Notes are being tendered by book-
entry transfer.
Unless otherwise indicated, the entire principal amount of Old
Notes represented by a certificate or Book-Entry Confirmation
delivered to the Exchange Agent will be deemed to have been
tendered.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned tenders to the Issuer the principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Notes tendered with this Letter, the undersigned
exchanges, assigns and transfers to, or upon the order of, the Issuer,
all right, title and interest in and to the Old Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his
or her agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Issuer) with respect to the tendered
Old Notes, with full power of substitution, to: (a) deliver
certificates for such Old Notes; (b) deliver Old Notes and all
accompanying evidence of transfer and authenticity to or upon the order
of the Issuer upon receipt by the Exchange Agent, as the undersigned's
agent, of the Exchange Notes to which the undersigned is entitled upon
the acceptance by the Issuer of the Old Notes tendered under the
Exchange Offer; and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of the Old Notes, all in accordance with
the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has
full power and authority to tender, exchange, assign and transfer the
Old Notes tendered hereby and that the Issuer will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The
undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete
the assignment and transfer of the Old Notes tendered.
The undersigned agrees that acceptance of any tendered Old Notes
by the Issuer and the issuance of Exchange Notes (together with the
guarantees of the Guarantors with respect thereto) in exchange therefor
shall constitute performance in full by the Issuer and the Guarantors of
their obligations under the Registration Rights Agreement and that, upon
the issuance of the Exchange Notes, the Issuer and the Guarantors will
have no further obligations or liabilities thereunder (except in certain
limited circumstances). By tendering Old Notes, the undersigned
certifies each of the following:
(1) that it is not an "affiliate" (as defined in Rule 405 of the
Securities Act) of the Issuer (an "Affiliate");
(2) that it is acquiring the Exchange Notes in the ordinary course
of its business;
(3) that it is not engaged in, and does not intend to engage in,
and has no arrangement or understanding with any person to
participate in, a distribution (within the meaning of the
Securities Act) of the Exchange Notes; and
(4) if the undersigned is a broker-dealer, that it will receive
Exchange Notes for its own account in exchange for Old Notes that
were acquired as a result of market-making activities or other
trading activities (and not directly from the Issuer or an
Affiliate), and that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of the Exchange Notes. By signing this Letter 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.
All authority conferred or agreed to be conferred by this Letter
shall survive the death or incapacity of the undersigned, and every
obligation of the undersigned under this Letter shall be binding upon
the undersigned's heirs, personal representatives, successors and
assigns. Tenders may be withdrawn only in accordance with the
procedures set forth in the Instructions contained in this Letter.
Unless otherwise indicated under "Special Delivery Instructions"
below, the Exchange Agent will deliver Exchange Notes (and, if
applicable, a certificate for any Old Notes not tendered but represented
by a certificate also encompassing Old Notes which are tendered) to the
undersigned at the address set forth in Box 1.
The Exchange Offer is subject to the more detailed terms set forth
in the Prospectus and, in case of any conflict between the terms of the
terms of the Prospectus and this Letter, the Prospectus shall prevail.
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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 the following:
Name of Tendering Institution:
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Account Number:
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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 Owner(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Institution which Guaranteed Delivery:
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BOX 2
PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of Old Notes as their
name(s) appear(s) on certificate(s) for Old Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, such person must set forth his or her full
title below. (See Instruction 3)
X
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X
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Signature(s) of Owner(s) or Authorized Signatory
Date: , 1999
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Name(s)
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(Please Print)
Capacity:
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Address:
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(Include Zip Code)
Area Code and Telephone No.:
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PLEASE COMPLETE A SUBSTITUE FORM W-9 (INCLUDED HEREIN)
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code)
of Firm)
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(Authorized Signature)
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(Title)
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(Printed Name)
Date: , 1999
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BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
NAME OF PAYOR: State Street Bank and Trust Company, Exchange Agent
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Please provide your taxpayer Part 1
identification number
at the right and certify Social Security Number
by signing and dating below or Employer Identification Number
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Substitute Part 2 [ ]
Form W-9
Department of the Treasury, Check the box if you are NOT subject to
Internal Revenue Service back-up withholding under the
provisions of Section 2406(a)(1)(C) of
the Internal Revenue Code because (1)
you have not been notified that you are
subject to back-up withholding as a
result of failure to report all
interest or dividends or (2) the
Internal Revenue Service has notified
you that you are no longer subject to
back-up withholding.
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Payor's Request for Taxpayer Part 3 [ ]
Identification Number (TIN)
Check box if awaiting TIN
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CERTIFICATION: UNDER THE PENALTIES OF
PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED IN THIS FORM IS TRUE, CORRECT
AND COMPLETE
Signature:
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Date:
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Name:
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(Please Print)
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BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3 and 4)
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To be completed ONLY if certificates for Old Notes in a principal amount
not exchanged, or Exchange Notes, are to be issued in the name of
someone other than the person(s) whose signature(s) appear in Box 2, or
if Old Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC
other than the account indicated above.
Issue and deliver (check appropriate boxes):
[ ] Old Notes not tendered
[ ] Exchange Notes
to (Please Print):
Name:
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Address:
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Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:
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For book-entry transfer:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 3 and 4)
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To be completed ONLY if certificates for Old Notes in a principal amount
not exchanged, or Exchange Notes, are to be sent to someone other than
the person(s) whose signature(s) appear in Box 2 or to an address other
than that shown in Box 1.
Deliver (check appropriate boxes):
[ ] Old Notes not tendered
[ ] Exchange Notes
to (Please Print):
Name:
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Address:
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Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter and Certificates. Certificates for Old
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Notes or a Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed copy of this Letter and any other
documents required by this Letter, must be received by the Exchange
Agent at its addresss set forth in this Letter on or before the
Expiration Date. Except as otherwise provided below, the delivery will
be deemed made when actually received by the Exchange Agent.
Holders whose Old Notes are not immediately available or who
cannot deliver their Old Notes or a Book-Entry Confirmation, as the case
may be, and all other required documents to the Exchange Agent on or
before the Expiration Date may tender their Old Notes pursuant to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to
such procedures: (1) the tender must be made through a firm which is a
member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc., or a commercial bank
or trustee having an office or correspondent in the United States (each
an "Eligible Institution"); (2) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution this
Letter (or a facsimile) and a Notice of Guaranteed Delivery, completed
and signed, setting forth the name and address of the holder of the Old
Notes and the amount of Old Notes, stating that the tender is being made
thereby and guaranteeing that within three Nasdaq National Market
trading days after the date of execution of the Notice of Guaranteed
Delivery the certificates for all physically tendered Old Notes, in
proper form for transfer, or a Book-Entry Confirmation, and any other
documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent; and (3) the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-
Entry Confirmation and all other documents required by this Letter, must
be received by the Exchange Agent within three Nasdaq National Market
trading days after the date of signing the Notice of Guaranteed
Delivery, all as provided in the Prospectus under the caption "The
Exchange Offer--Guaranteed Delivery Procedures."
A tender will be deemed to have been received as of the date when
the tendering holder's properly completed and duly signed Letter
accompanied by the Old Notes (or a timely Book-Entry Confirmation) is
received by the Exchange Agent. Issuances of Exchange Notes in exchange
for Old Notes tendered pursuant to a Notice of Guaranteed Delivery will
be made only against deposit of the Letter of Transmittal (and any other
required documents) and the tendered Old Notes (or a timely Book-Entry
Confirmation).
The method of delivery of Old Notes and all other documents is at
the election and risk of the holder. If sent by mail, it is recommended
that registered mail, return receipt requested, be used, proper
insurance be obtained, and the mailing be made sufficiently in advance
of the Expiration Date to permit delivery to the Exchange Agent on or
before the Expiration Date.
All questions as to the validity, form, eligibility (including
time of receipt), acceptance and withdrawal of tendered Old Notes will
be determined by the Issuer, whose determination will be final and
binding. The Issuer reserves the absolute right to reject any or all
tenders that are not
in proper form or the acceptance of which, in the opinion of the
Issuer's counsel, would be unlawful. The Issuer also reserves the right
to waive any irregularities or conditions of tender as to particular Old
Notes. All tendering holders, by execution of this Letter, waive any
right to receive notice of acceptance of their Old Notes. The Issuer's
interpretation of the terms and conditions of the Exchange Offer
(including this Letter and these instructions) will be final and
binding.
Neither the Issuer, the Exchange Agent nor any other person shall
be obligated to give notice of defects or irregularities in any tender,
nor shall any of them incur any liability for failure to give any such
notice.
2. Partial Tenders; Withdrawals. If less than the entire principal
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amount of any Old Note evidenced by a submitted certificate or by a
Book-Entry Confirmation is tendered, the tendering holder must fill in
the principal amount tendered in the fourth column of Box 1 above. All
of the Old Notes represented by a certificate or by a Book-Entry
Confirmation delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. A certificate for Old Notes which
are not tendered will be sent to the holder, unless otherwise provided
in Box 5, as soon as practicable after the Expiration Date, in the event
that less than the entire principal amount of Old Notes represented by a
submitted certificate is tendered. In the case of Old Notes tendered by
Book-Entry Confirmation, any non-exchanged Old Notes will be credited to
the account maintained by the holder with DTC as indicated in this
Letter.
Any tender pursuant to the Exchange Offer may be withdrawn prior
to the Expiration Date. To be effective with respect to the tender of
Old Notes, a notice of withdrawal must be received by the Exchange Agent
before the Expiration Date. Any notice of withdrawal must specify the
name of the person who tendered the Old Notes to be withdrawn, identify
the Old Notes to be withdrawn (including the amount of the Old Notes),
and specify the name in which the Old Notes are registered, if different
from that of the withdrawing holder. If certificates for Old Notes have
been delivered or otherwise identified to the Exchange Agent, then,
prior to the release of the certificates the withdrawing holder must
also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed
by an Eligible Institution unless the holder is an Eligible Institution.
If Old Notes have been tendered pursuant to Book-Entry Confirmation, any
notice of withdrawal must specify the name and number of the account at
DTC to be credited with the withdrawn Old Notes and otherwise comply
with the procedures of DTC. The Exchange Agent will return the properly
withdrawn Old Notes promptly following receipt of notice of withdrawal.
All questions as to the validity of notices of withdrawals, including
time of receipt, will be determined by the Issuer, and such
determination will be final and binding on all parties.
3. Signatures on this Letter; Assignments; Guarantee of Signatures.
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If this Letter is signed by the holder(s) of Old Notes tendered hereby,
the signature must correspond with the name(s) as written on the face of
the certificate(s) for such Old Notes, without alteration, enlargement
or any change whatsoever.
Any beneficial owner whose Old Notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender Old Notes should contact such holder promptly and
instruct such holder to tender Old Notes on such beneficial
owner's behalf. If such beneficial owner wishes to tender such Old
Notes himself or herself, such beneficial owner must, prior to
completing and executing the Letter of Transmittal and delivering such
Old Notes, either make appropriate arrangements to register ownership of
the Old Notes in such beneficial owner's name or follow the procedures
described in the next paragraph. The transfer of record ownership may
take considerable time.
If Old Notes tendered hereby are registered in the name of a
person other than the signer of this Letter, the Old Notes surrendered
for exchange must be endorsed by the registered holder, or be
accompanied by a written instrument or instruments of transfer or
exchange (such as a bond power), in satisfactory form as determined by
the Issuer in its sole discretion, duly executed by the registered
holder, in each case with the signature thereon guaranteed by an
Eligible Institution.
If any of the Old Notes tendered hereby are owned by two or more
joint owners, all owners must sign this Letter. If any tendered Old
Notes are held in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this
Letter as there are names in which certificates are held.
If this Letter or any certificate or assignment is signed by
trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing
and proper evidence satisfactory to the Issuer of their authority to so
act must be submitted, unless waived by the Issuer.
4. Special Issuance and Delivery Instructions. If any Exchange Notes
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to be issued in exchange for Old Notes tendered hereby are to be issued
(and any untendered Old Notes are to be reissued) in a name or to an
account different from those of the registered holder, the tax
identification number of the recipient must be indicated, Box 4 must be
completed and the tendered Old Notes must be endorsed or accompanied by
written instruments of transfer (such as bond powers) in form
satisfactory to the Issuer and duly executed by the registered holder
and the signature on the endorsement or instrument of transfer must be
guaranteed by an Eligible Institution that is a member of a recognized
signature guarantee medallion program within the meaning of Rule l7Ad-15
under the Exchange Act.
If the Exchange Notes and/or Old Notes not exchanged are to be
delivered to an address other than that of the registered holder
appearing on the note register for the Old Notes, Box 5 must be
completed and the signature on this Letter must be guaranteed by an
Eligible Institution.
5. Tax Identification Number. Federal income tax law requires that a
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holder whose tendered Old Notes are accepted for exchange must provide
the Exchange Agent (as payor) with his or her correct taxpayer
identification number ("TIN"). In the case of a holder who 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 may be
subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, delivery to the holder of the Exchange Notes may be subject to
back-up withholding. (If withholding results in overpayment of taxes, a
refund may be obtained.) Exempt holders (including, among others,
corporations and certain foreign individuals) are not subject to these
back-up withholding and reporting requirements.
Under federal income tax laws, payments that may be made by the
Issuer on account of Exchange Notes issued pursuant to the Exchange
Offer may be subject to back-up withholding at a rate of 31%. Unless an
exemption applies, the Exchange Agent will be required to withhold, and
will withhold, 31% of the gross proceeds otherwise payable to a holder
pursuant to the Exchange Offer if the holder does not provide his or her
taxpayer identification number (social security number or employer
identification number) and certify that such number is correct. In
order to prevent back-up withholding, each tendering holder must provide
his or her correct TIN by completing the "Substitute Form W-9" at Box 3,
certifying that the TIN provided is correct (or that the holder is
awaiting a TIN) and that: (1) the holder has not been notified by the
Internal Revenue Service that he or she is subject to back-up
withholding as a result of failure to report all interest or dividends,
or (2) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding.
Each tendering holder should complete and sign Box 2 and the
Substitute Form W-9 included at Box 3, so as to provide the information
and certification necessary to avoid backup withholding, unless an
applicable exemption exists and is proved in a manner satisfactory to
the Issuer and the Exchange Agent.
6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
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applicable to the transfer of Old Notes to it or its order pursuant to
the Exchange Offer. If, however, the Exchange Notes or certificates for
Old Notes not exchanged are to be delivered to, or are to be issued in
the name of, any person other than the record holder, or if tendered
certificates are recorded in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed by any
reason other than the transfer of Old Notes to the Issuer or its order
pursuant to the Exchange Offer, then the amount of such transfer taxes
(whether imposed on the record holder or any other person) will be
payable by the tendering holder. If satisfactory evidence of payment of
taxes or exemption from taxes is not submitted with this Letter, the
amount of transfer taxes will be billed directly to the tendering
holder.
Except as provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the certificates listed in this
Letter.
7. Waiver of Conditions. The Issuer reserves the absolute right to
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amend or waive any of the specified conditions in the Exchange Offer in
the case of any Old Notes tendered.
8. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder
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whose certificates for Old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated
above, for further instructions.
9. Requests for Assistance or Additional Copies. Questions relating
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to the procedure for tendering, as well as requests for additional
copies of the Prospectus or this Letter, may be directed to the Exchange
Agent.
IMPORTANT: THIS LETTER, TOGETHER WITH CERTIFICATES REPRESENTING
TENDERED OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR BEFORE THE
EXPIRATION DATE.
