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Exhibit 99.1
LETTER OF TRANSMITTAL
COMPLETEL EUROPE N.V.
OFFER TO EXCHANGE
14% SERIES B SENIOR NOTES DUE 2010
FOR ANY AND ALL OF ITS OUTSTANDING
14% SENIOR NOTES DUE 2010
PURSUANT TO THE PROSPECTUS, DATED ____________, 2000
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THE EXCHANGE OFFER WILL EXPIRE AT 12:00 P.M., NEW YORK CITY TIME (5:00 LONDON
TIME), ON _________, ___________, 2000 UNLESS EXTENDED ("THE EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 P.M. NEW YORK CITY TIME (5:00 P.M.,
LONDON TIME), ON THE EXPIRATION DATE.
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TO: CHASE MANHATTAN BANK, EXCHANGE AGENT
By Mail: By Overnight Courier:
Chase Manhattan Bank Chase Manhattan Bank
CMFS Debt Agency Operations CMFS Debt Agency Operations
1 Chaseside, Bournemouth, BH7 7DA 1 Chaseside, Bournemouth, BH7 7DA
United Kingdom United Kingdom
Attn: Derek Harling. Attn: Derek Harling
By Hand:
Chase Manhattan Bank
CMFS Debt Agency Operations
1 Chaseside, Bournemouth, BH7 7DA
United Kingdom
Attn: Derek Harling
By Facsimile Transmission
(for Eligible Institutions only):
+44-120-234-1267
Attention: Derek Harling
Confirm by Telephone:
+44-120-234-7135
For Information Call:
+44-120-234-7135
DELIVERY OF THIS INSTRUMENT 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.
<PAGE>
The undersigned acknowledges that he or she has received the Prospectus, dated
_______________, 2000 (the "Prospectus"), of CompleTel Europe N.V., a public
company with limited liability organized under the laws of The Netherlands
("CompleTel"), and this Letter of Transmittal (the "Letter"), which together
constitute CompleTel's offer (the "Exchange Offer") to exchange euro 1,000
principal amount of its 14% Series B Senior Notes due 2010 (the "Exchange
Notes") for each euro 1,000 principal amount of its outstanding 14% Senior Notes
due 2010 (the "Old Notes") of which euro 200 million in aggregate principal
amount are outstanding. Old Notes may be exchanged only in integral multiples
of euro 1,000 and the minimum denomination of any note is euro 50,000.
The Exchange Notes will be issued only in fully registered form, without
coupons, in minimum denominations of euro 50,000 principal amount. Any Exchange
Notes issued in excess of euro 50,000 will be issued in increments of euro 1,000
principal amount. Interest on the Exchange Notes will accrue at a rate of 14%
per annum from April 13, 2000 or from the most recent interest payment date to
which interest has been paid or provided for, and will be payable semiannually
to holders at the close of business on the April 1 or October 1 immediately
preceding the interest payment date on April 15 and October 15 of each year,
commencing October 15, 2000. Interest will be computed on the basis of a 360-
day year of twelve 30-day months.
This Letter is to be completed by a holder of Old Notes either if certificates
are to be forwarded herewith or if a tender of certificates for Old Notes, if
available, is to be made by book-entry transfer to the account maintained by the
Exchange Agent at Euroclear or Clearstream pursuant to the procedures set forth
in "The Exchange Offer--Procedures for Tendering Old Notes" section of the
Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
Euroclear or Clearstream and all other documents required by this Letter to the
Exchange Agent on or prior to 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. Please see
Instruction 1 below. Delivery of Documents to Euroclear or Clearstream does not
constitute delivery to the Exchange Agent.
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
should contact such registered holder of Old Notes promptly and instruct such
registered holder of Old Notes to tender on behalf of the beneficial owner. If
such beneficial owner wishes to tender on its own behalf, such beneficial owner
must, prior to completing and executing this Letter and delivering its Old
Notes, either make appropriate arrangements to register ownership of the Old
Notes in such beneficial owner's name or obtain a properly completed power of
attorney power from the registered holder of Old Notes. The transfer of record
ownership may take considerable time.
The undersigned has completed the appropriate boxes below and signed this
letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and aggregate principal amount of
the Old Notes should be listed on a separate signed schedule affixed hereto.
2
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<TABLE>
<CAPTION>
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DESCRIPTION OF OLD NOTES (1) (2) (3)
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<S> <C> <C> <C>
Aggregate Principal
Name(s) and Address(es) of Amount of 14% Aggregate Principal
Registered Holder(s) Certificate Senior Notes due Amount
(Please fill in, if blank) Number(s)* 2010 Tendered**
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Total
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* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by
the Old Notes indicated in column 2. Please see Instruction 2, below.
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</TABLE>
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH EUROCLEAR OR
CLEARSTREAM AND COMPLETE THE FOLLOWING:
Name of Tendering Institution______________________________________________
Account Number________________, Transaction Code Number________________
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s) Window Ticket Number (if any)
_______________________________ ____________________________________
Date of Execution of Notice of Name of Institution which
Guaranteed Delivery Guaranteed Delivery
_______________________________ ____________________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number ___________________________
Transaction Code Number __________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: _____________________________________
Address: __________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to CompleTel the aggregate specified amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, CompleTel all right, title and interest
in and to such Old Notes as are being tendered hereby, and hereby appoints the
Exchange Agent as the true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as agent of CompleTel) of such
holder of Old Notes, (i) to transfer ownership of such Old Notes on the account
books maintained by Euroclear or Clearstream (together, in any such case, with
all accompanying evidences of transfer and authenticity) to CompleTel and (ii)
to receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Old Notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that CompleTel will acquire good and encumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim when the same is accepted by CompleTel. The undersigned
hereby further represents that any Exchange Notes acquired in exchange for Old
Notes tendered hereby will have been acquired in the ordinary course of business
of the person receiving such Exchange Notes, whether or not such person is the
undersigned, that 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 Exchange Notes and that neither the holder of such Old
Notes nor any such other person is an "affiliate," as defined in Rule 405 under
the Securities Act of 1933, as amended (the "Securities Act"), of CompleTel.
The undersigned also acknowledges that this Exchange Offer is being made based
on interpretations by the staff of the Securities and Exchange Commission (the
"Commission") which lead CompleTel to believe that the Exchange Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of CompleTel 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 Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Old Notes, it represents that
the Old Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If any holder is an affiliate of CompleTel or is
engaged in or has any arrangement or understanding with respect to the
distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, such holder (i) could not rely on the applicable interpretations of the
staff of the Commission and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by CompleTel to be necessary or desirable to complete the sale,
assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal Rights" section
of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Old 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 Euroclear or
Clearstream. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the Exchange Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
5
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 12:00 P.M. NEW YORK CITY TIME (5:00 P.M., LONDON TIME), ON THE EXPIRATION
DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(To be completed by all Tendering Holders)
Dated: __________________________________________________ 2000
[arrow] X_____________________________________________________________ [arrow]
[arrow] X_____________________________________________________________ [arrow]
Signature(s) of Owner or Authorized Signatory Date
Area Code and Telephone Number________________________________
If a holder is tendering any Old Notes, this Letter must
be signed by the registered holder(s) as the name(s) appear(s)
on the certificate(s) for the Old Notes or by any person(s)
authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set
forth full title. Please see Instruction 3 below.
Name(s): ____________________________________________________
____________________________________________________
(Please type or print)
Capacity:_____________________________________________________
Address: _____________________________________________________
_____________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:______________________________________ [arrow]
(Authorized Signature)
______________________________________________________________
(Title)
______________________________________________________________
(Name and Firm)
Dated:__________________________________________________, 1999
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<TABLE>
<CAPTION>
---------------------------------------------------- ---------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
<S> <C>
To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old
Notes not exchanged and/or Exchange Notes are to Notes not exchanged and/or Exchange Notes are to
be issued in the name of and sent to someone other be sent to someone other than the person or persons
than the person or persons whose signature(s) whose signature(s) appear(s) on this Letter above
appear(s) on this Letter above, or if Old Notes or to such person or persons at an address other
delivered by book-entry transfer which are not than shown in the box entitled "Description of Old
accepted for exchange are to be returned by credit Notes" on this Letter above.
to an account maintained at Euroclear or Clearstream
other than the account indicated above. Mail: Exchange Notes and/or Old Notes to:
Issue: Exchange Notes and/or Old Notes to: Name(s)___________________________________________
(PLEASE TYPE OR PRINT)
Name(s) ____________________________________________
(PLEASE TYPE OR PRINT)
___________________________________________________
(PLEASE TYPE OR PRINT)
____________________________________________________
(PLEASE TYPE OR PRINT) Address____________________________________________
____________________________________________________
____________________________________________________ (ZIP CODE)
(SOCIAL SECURITY OR EMPLOYER ID NO.)
Address_____________________________________________
____________________________________________________
(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
[_] Credit unexchanged Old Notes delivered by
book-entry transfer to either Euroclear or
Clearstream set forth below.
____________________________________________________
(Euroclear or Clearstream
Account Number, if applicable)
---------------------------------------------------- ---------------------------------------------------
</TABLE>
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER OF
14% SERIES B SENIOR NOTES DUE 2010
FOR ANY AND ALL OF THE OUTSTANDING
14% SENIOR NOTES DUE 2010
OF COMPLETEL EUROPE N.V.
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by securityholders 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. Certificates for all physically tendered
Old Notes, or book-entry confirmation, as the case may be, as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof) and any
other documents required by this Letter, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below.
Securityholders whose certificates for Old Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer-
-Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution, as
defined below, (ii) prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially
in the form provided by CompleTel (by telegram, telex, facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of Old
Notes and the amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that within five trading days (on the Nasdaq
National Market) after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Old Notes, or a book-
entry confirmation, and any other documents required by the Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for transfer,
or book-entry confirmation, as the case may be, and all other documents required
by this Letter, are received by the Exchange Agent within five Nasdaq National
Market trading days after the date of execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders, but the delivery
will be deemed made only when actually received or confirmed by the Exchange
Agent. If Old Notes are sent by mail, it is suggested that registered mail,
properly insured, with return receipt requested, be used and that the mailing be
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 12:00 New York City time (5:00 p.m., London time), on
the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS.
If less than all of the Old Notes evidenced by a submitted certificate are to
be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of Old
Notes--Aggregate Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Notes will be sent to such tendering
holder, unless otherwise provided in the appropriate box on this Letter,
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.
8
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3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however the Exchange Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered holder, then endorsements of any certificates transmitted hereby
or separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by CompleTel, proper
evidence satisfactory to CompleTel of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF
A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OLD NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF OLD NOTES
(WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE
EUROCLEAR OR CLEARSTREAM SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION
LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED
"SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS
LETTER, OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box the name
and address to which Exchange 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.
In the case of issuance in a different name, the employer identification or
social security number of the person named must also be indicated.
Securityholders tendering Old Notes by book-entry transfer may request that Old
Notes not exchanged be credited to such account maintained at Euroclear or
Clearstream as such securityholder may designate hereon. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address of the person signing this Letter.
5. TRANSFER TAXES.
CompleTel 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,
Exchange 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
9
<PAGE>
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of Old
Notes to CompleTel or its order pursuant to the Exchange Offer, the amount of
any such transfer taxes (whether imposed on the registered holder of any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
6. WAIVER OF CONDITIONS.
CompleTel reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.
Neither CompleTel, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
8. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
10
