<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
13.375% SENIOR NOTES DUE 2010
OF
ASIA GLOBAL CROSSING LTD.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001
(THE "EXPIRATION DATE") UNLESS EXTENDED
BY ASIA GLOBAL CROSSING LTD.
Exchange Agent:
UNITED STATES TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
By Registered or By Hand Delivery By Overnight Courier and By Hand after
Certified Mail: (before 4:30 p.m.): 4:30 p.m. on the Expiration Date:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P.O. Box 843 Cooper Station 111 Broadway 770 Broadway, 13th Floor
New York, New York 10276 New York, New York 10006 New York, New York 10003
Attn: Corporate Trust Services Attn: Lower Level Corporate Attn: Corporate Trust Operations
Trust Window
By Facsimile:
(212) 420-6211
Attn: Customer Service
Confirm by telephone:
(800) 548-6565
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE (UNLESS DELIVERED TO THE LUXEMBOURG EXCHANGE AGENT AS DESCRIBED
BELOW) OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. ALTERNATIVELY, EXECUTED
LETTERS OF TRANSMITTAL MAY BE DELIVERED BY HAND OR SENT REGISTERED OR CERTIFIED
MAIL FOR NEXT DAY DELIVERY TO THE LUXEMBOURG EXCHANGE AGENT AT THE FOLLOWING
ADDRESS: 43 BOULEVARD ROYAL, L-2955 LUXEMBOURG, ATTENTION: CORPORATE TRUST AND
AGENCIES. ALL ATTEMPTED TENDERS TO THE LUXEMBOURG EXCHANGE AGENT MUST BE
CONFIRMED BY TELEPHONE BY CALLING (011) 352-4797-39135. DELIVERY OF THE LETTER
OF TRANSMITTAL TO THE LUXEMBOURG EXCHANGE AGENT TO AN ADDRESS OTHER THAN THE
ADDRESS SET FORTH ABOVE IN CONFORMITY WITH THE PROCEDURES DESCRIBED WILL NOT
CONSTITUTE A VALID DELIVERY. IT IS STRONGLY RECOMMENDED THAT HOLDERS SEND THEIR
LETTERS OF TRANSMITTAL AND OTHER DOCUMENTS DIRECTLY TO THE EXCHANGE AGENT TO
AVOID DELAYS THAT MAY ARISE FROM TRANSMISSION OF SUCH DOCUMENTS TO LUXEMBOURG.
The undersigned acknowledges receipt of the Prospectus dated ,
2001 (the "Prospectus") of Asia Global Crossing Ltd. (the "Company") as well as
this Letter of Transmittal (the "Letter of Transmittal"), which together
describe the Company's offer (the "Exchange Offer") to exchange $1,000 in
principal amount of the Company's new 13.375% Senior Notes due 2010 (the
"Exchange Notes") for $1,000 in principal amount of outstanding, unregistered
13.375% Senior Notes due 2010 (the "Private Notes"). The terms of the Exchange
Notes are identical in all material respects (including principal amount,
interest rate and maturity) to the terms of the Private Notes for which they may
be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are
freely transferable by holders thereof (except as provided herein or in the
Prospectus) and are not subject to any covenant regarding registration under the
Securities Act of 1933, as amended (the "Securities Act").
The undersigned has checked 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.
<PAGE> 2
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Private Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF PRIVATE NOTES TENDERED HEREWITH
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED BY PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* PRIVATE NOTES* TENDERED**
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
TOTAL
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</TABLE>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by such Private Notes. See
instruction 2.
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This Letter of Transmittal is to be used either if certificates
representing Private Notes are to be forwarded herewith or if delivery of
Private Notes is to be made by book-entry transfer to an account maintained by
the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the
procedures set forth in "The Exchange Offer -- Procedures for Tendering Private
Notes" in the Prospectus unless an Agent's Message is delivered in lieu thereof.
Delivery of documents to the book-entry transfer facility does not constitute
delivery to the Exchange Agent or the Luxembourg Exchange Agent.
Unless the context requires otherwise, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Private Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Private Notes are held of record
by DTC.
Holders whose Private Notes are not immediately available or who cannot
deliver their Private Notes and all other documents required hereby to the
Exchange Agent or the Luxembourg Exchange Agent on or prior to the Expiration
Date must tender their Private Notes according to the guaranteed delivery
procedure set forth in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures."
<PAGE> 3
TENDER OF SHARES
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
------------------------------------------------------------------------------
The Depository Trust Company
------------------------------------------------------------------------------
Account Number
------------------------------------------------------------------------------
Transaction Code Number
------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
------------------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery
--------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------------------------------------------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER:
Account Number
------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[ ] CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name
------------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
--------------------------------------------------------------------------------
[ ] CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM
THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address
------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
--------------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THIS PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name
------------------------------------------------------------------------------
Address
------------------------------------------------------------------------------
If the undersigned, or the person receiving such Exchange Notes, whether or
not such person is the undersigned, is not a broker-dealer, the undersigned
represents that neither it nor such person is engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned, or the person
receiving such Exchange Notes, whether or not such person is the undersigned, is
a broker-dealer that will receive Exchange Notes for its own account in exchange
for Private Notes that were acquired as result of market-making activities or
other trading activities, the undersigned acknowledges that it or such person,
as the case may be, will deliver a prospectus in connection with any resale of
such Exchange Notes pursuant to the Exchange Offer; however, by so acknowledging
and by delivering a prospectus meeting the requirements of the Securities Act,
neither the undersigned nor such person will be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Any holder who is an
"affiliate" of the Company or who has an arrangement or understanding with
respect to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, or any broker-dealer who purchased Private Notes from the
Company to resell pursuant to Rule 144A under the Securities Act or any other
available exemption under the Securities Act, must comply with the registration
and prospectus delivery requirements under the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE> 4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of the Private
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Private Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Private Notes. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent and, in the case of
letters of Transmittal sent to the Luxembourg Exchange Agent, the Luxembourg
Exchange Agent, as the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that said Exchange Agent acts as the agent of
the Company, in connection with the Exchange Offer) to cause the Private Notes
to be assigned, transferred and exchanged. The undersigned represents and
warrants that it has full power and authority to tender, exchange, assign and
transfer the Private Notes and to acquire Exchange Notes issuable upon the
exchange of such tendered Private Notes, and that, when the same are accepted
for exchange, the Company will acquire good and unencumbered title to the
tendered Private Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned also warrants
that it will, upon request, execute and deliver any additional documents deemed
by the Exchange Agent, the Luxembourg Exchange Agent or the Company to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Private Notes or transfer ownership of such Private Notes on the
account books maintained by the book-entry transfer facility.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus Supplement under the caption "The Exchange Offer -- Certain
Conditions to the Exchange Offer." The undersigned recognizes that as a result
of these conditions (which may be waived, in whole or in part, by the Company),
as more particularly set forth in the Prospectus, the Company may not be
required to exchange any of the Private Notes tendered hereby and, in such
event, the Private Notes not exchanged will be returned to the undersigned at
the address shown above. In addition, the Company may amend the Exchange Offer
at any time prior to the Expiration Date if any of the conditions set forth
under "The Exchange Offer -- Certain Conditions to the Exchange Offer" occur.
By tendering, each holder will represent to the Company that, among other
things, (a) the Exchange Notes acquired pursuant to the Exchange Offer are being
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the holder, (b) neither the holder
nor any such other person has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes and (c) neither the
holder nor any such other person is an "Affiliate" of the Company as defined
under Rule 405 of the Securities Act, or if it is an affiliate, it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable. Any holder of Private Notes using the Exchange Offer
to participate in a distribution of the Exchange Notes (i) cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") enunciated in its interpretive letter with respect to Exxon
Capital Holdings Corporation (available April 13, 1989) or similar letters and
(ii) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction.
If the undersigned, or the person receiving such Exchange Notes, whether or
not such person is the undersigned, is not a broker-dealer, the undersigned
represents that neither it nor such person is engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned, or the person
receiving such Exchange Notes, whether or not such person is the undersigned, is
a broker-dealer that will receive Exchange Notes for its own account in exchange
for Private Notes that were acquired as a result of market-making activities or
other trading activities, the undersigned acknowledges that it or such person,
as the case may be, will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, neither the undersigned nor such person will be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Tendered Private Notes
may be withdrawn at any time prior to the Expiration Date in accordance with the
terms of this Letter of Transmittal. See Instruction 2.
Certificates for all Exchange Notes delivered in exchange for tendered
Private Notes and any Private Notes delivered herewith but not exchanged, and in
each case registered in the name of the undersigned, shall be delivered to the
undersigned at the address shown below the signature of the undersigned.
<PAGE> 5
TENDERING HOLDER(S) SIGN HERE
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Dated:
---------------------------
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Private Notes. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth the
full title of such person.) See Instruction 3.
Name(s)
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.
--------------------------------------------------------------------------------
Taxpayer Identification No.
--------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
Title
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Area Code and Telephone No.
--------------------------------------------------------------------------------
Dated
---------------------------
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.
A holder of Private Notes may tender the same by (i) properly completing
and signing this Letter of Transmittal or a facsimile hereof (all references in
the Prospectus to the Letter of Transmittal shall be deemed to include a
facsimile thereof) and delivering the same, together with the certificate or
certificates representing the Private Notes being tendered and any required
signature guarantees and any other documents required by this Letter of
Transmittal, to the Exchange Agent or the Luxembourg Exchange Agent at their
respective address set forth above on or prior to the Expiration Date (or
complying with the procedure for book-entry transfer described below unless an
Agent's Message is delivered in lieu thereof) or (ii) complying with the
guaranteed delivery procedures described below.
The method of delivery of this Letter of Transmittal, the Private Notes and
any other required documents is at the election and risk of the holder, and
except as otherwise provided below, the delivery will be deemed made only when
actually received or confirmed by the Exchange Agent or the Luxembourg Exchange
Agent. If such delivery is by mail, it is suggested that registered mail with
return receipt requested, properly insured, be used. In all cases sufficient
time should be allowed to permit timely delivery. No Private Notes or Letters of
Transmittal should be sent to the Company.
It is strongly recommended that holders send their letters of transmittal
and other documents directly to the Exchange Agent to avoid delays that may
arise from transmission of such documents to Luxembourg.
If tendered Private Notes are registered in the name of the signer of the
Letter of Transmittal and the Exchange Notes to be issued in exchange therefor
are to be issued (and any untendered Restricted Notes are to be reissued) in the
name of the registered holder (which term, for the purposes described herein,
shall include any participant in DTC (also referred to as a "book-entry transfer
facility") whose name appears on a security listing as the owner of Private
Notes), the signature of such signer need not be guaranteed. In any other case,
the tendered Private Notes must be endorsed or accompanied by written
instruments of transfer in form satisfactory to the Company and duly executed by
the registered holder, and the signature on the endorsement or instrument of
transfer must be guaranteed by a bank, broker, dealer, credit union, savings
association, clearing agency or other institution (each an "Eligible
Institution") that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended. If the Exchange Notes and/or Private Notes not exchanged are
to be delivered to an address other than that of the registered holder appearing
on the note register for the Private Notes, the signature on the Letter of
Transmittal must be guaranteed by an Eligible Institution.
The Exchange Agent will make a request within two business days after the
date of receipt of the Prospectus to establish accounts with respect to the
Private Notes at the book-entry transfer facility for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of Private Notes by causing such
book-entry transfer facility to transfer such Private Notes into the Exchange
Agent's account with respect to the Private Notes in accordance with the
book-entry transfer facility's procedures for such transfer. Although delivery
of Private Notes may be effected through book-entry transfer into the Exchange
Agent's account at the book-entry transfer facility, an appropriate Letter of
Transmittal with any required signature guarantee and all other required
documents must in each case be transmitted to and received or confirmed by the
Exchange Agent or the Luxembourg Exchange Agent on or prior to the Expiration
Date, or, if the guaranteed delivery procedures described below are complied
with, within the time period provided under such procedures.
If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Private Notes to reach the Exchange Agent or the
Luxembourg Exchange Agent before the Expiration Date or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if the Exchange Agent or the Luxembourg Exchange Agent has received on
or prior to the Expiration Date, a letter, telegram or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) from an Eligible Institution setting forth the name and
address of the tendering holder, the names in which the Private Notes are
registered and, if possible, the certificate numbers of the Private Notes to
<PAGE> 7
be tendered, and stating that the tender is being made thereby and guaranteeing
that within three business days after the Expiration Date delivery will be made
into the Exchange Agent's account at DTC, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, together with delivery of
either a properly completed and duly executed Letter of Transmittal with any
other required documents required thereby or an Agent's Message, the Company
may, at its option, reject the tender. Copies of the notice of guaranteed
delivery ("Notice of Guaranteed Delivery") which may be used by Eligible
Institutions for the purposes described in this paragraph are available from the
Exchange Agent.
A tender will be deemed to have been received as of the date when (i) the
tendering holder's properly completed and duly executed Letter of Transmittal
accompanied by the Private Notes (or a confirmation of book-entry transfer of
such Private Notes into the Exchange Agent's account at the book-entry transfer
facility or an Agent's Message in lieu thereof) is received by the Exchange
Agent, or (ii) a Notice of Guaranteed Delivery or letter, telegram or facsimile
transmission to similar effect (as provided above) from an Eligible Institution
is received by the Exchange Agent. Issuances of Exchange Notes in exchange for
Private Notes tendered pursuant to a Notice of Guaranteed Delivery or letter,
telegram or facsimile transmission to similar effect (as provided above) by an
Eligible Institution will be made only against deposit of the Letter of
Transmittal (or an Agent's Message in lieu thereof and any other required
documents) and the tendered Private Notes (or a confirmation of book-entry
transfer of such Private Notes into the Exchange Agent's account at the
book-entry transfer facility).
If the Letter of Transmittal signed by a person or persons other than the
registered holder or holders of Private Notes, such Private Notes must be
endorsed or accompanied by appropriate powers of attorney in a form satisfactory
to the Company, in either case signed exactly as the name or names of the
registered holder or holders appear on the Private Notes.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Private Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Private Notes evidenced by a
submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Private Notes submitted but
not tendered will be sent to such holder as soon as practicable after the
Expiration Date. All Private Notes delivered to the Exchange Agent or the
Luxembourg Exchange Agent will be deemed to have been tendered unless otherwise
clearly indicated.
Tenders of Private Notes may be withdrawn at any time prior to the
Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal sent by
telegram, facsimile transmission (receipt confirmed by telephone) or letter must
be received by the Exchange Agent or the Luxembourg Exchange Agent at the
respective address set forth herein prior to the Expiration Date. Any such
notice of withdrawal must (i) specify the name of the person having tendered the
Private Notes to be withdrawn (the "Depositor"), (ii) identify the Private Notes
to be withdrawn (including the certificate number or numbers of such Private
Notes and principal amount of each such Private Note), (iii) specify the
principal amount of Private Notes to be withdrawn, (iv) include a statement that
such holder is withdrawing its election to have such Private Notes exchanged,
(v) be signed by the holder in the same manner as the original signature on the
Letter of Transmittal by which such Private Notes were tendered or as otherwise
described above (including any required signature guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee under the Indenture
register the transfer of such Private Notes into the name of the person
withdrawing the tender and (vi) specify the name in which any such Private Notes
are to be registered, if different from that of the Depositor. The Exchange
Agent or the Luxembourg Exchange Agent will return the properly withdrawn
Private Notes promptly following receipt of notice of withdrawal. If Private
Notes have been tendered pursuant to the procedure for book-entry transfer, 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 Private Notes or
otherwise comply with the book-entry transfer facility procedure. All questions
as to the validity of notices of withdrawals, including time of receipt, will be
determined by the Company and such determination will be final and binding on
all parties.
<PAGE> 8
Any Private Notes so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer. Any Private Notes
which 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 Private 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 described above, such Private Notes will be credited to an account
with such book-entry transfer facility specified by the holder) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Private Notes may be retendered by following one of
the procedures described under the caption "Exchange Offer -- Procedure for
Tendering Private Notes" in the Prospectus at any time on or prior to the
Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Private Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Private Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Private Notes registered in different names are tendered, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal as there are different registrations of Private Notes.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Private Notes) of Private Notes listed and tendered hereby, no
endorsements of certificates or separate written instruments of transfer or
exchange are required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holder of the Private Notes listed, such Private Notes must
be endorsed or accompanied by separate written instruments of transfer or
exchange in form satisfactory to the Company and duly executed by the registered
holder, in either case signed exactly as the name or names of the registered
holder or holders appear(s) on the Private Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Private Notes are tendered: (i) by a
registered holder of such Private Notes, for the holder of such Private Notes;
or (ii) for the account of an Eligible Institution.
4. TRANSFER TAXES.
The Company shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Private Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes or Private Notes for principal
amounts not tendered or accepted for exchange are to be delivered to, or are to
be issued in the name of, any person other than the registered holder of the
Private Notes tendered, or if tendered Private Notes are registered in the name
of any person other than the person signing the Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Private Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed directly to such tendering holder.
<PAGE> 9
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Private Notes listed in this Letter of
Transmittal.
5. WAIVER OF CONDITIONS.
The Company reserves the right to waive in its reasonable judgment, in
whole or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
6. MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES.
Any holder whose Private Notes have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent or the Luxembourg Exchange Agent at
the respective addresses indicated above for further instructions.
7. SUBSTITUTE FORM W-9.
Each holder of Private Notes whose Private Notes are accepted for exchange
(or other payee) is required to provide a correct taxpayer identification number
("TIN"), generally the holder's Social Security or federal employer
identification number, and certain other information, on Substitute Form W-9,
which is provided under "Important Tax Information" below, and to certify that
the holder (or other payee) is not subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 31%
federal income tax backup withholding on payments made in connection with the
Exchange Notes. The box in Part 3 of the Substitute Form W-9 may be checked if
the holder (or other payee) has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future. If the box in Part 3 is
checked and a TIN is not provided by the time any payment is made in connection
with the Exchange Notes, 31% of all such payments will be withheld until a TIN
is provided.
8. 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 of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent or the Luxembourg Exchange
Agent, at the respective addresses and telephone numbers indicated above.
IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with
certificates for Private Notes (or confirmation of book-entry transfer) and all
other required documents) or a Notice of Guaranteed Delivery must be received by
the Exchange Agent on or prior to the Expiration Date.
<PAGE> 10
IMPORTANT TAX INFORMATION
Under U.S. Federal income tax law, a holder of Private Notes whose Private
Notes are accepted for exchange may be subject to backup withholding unless the
holder provides United States Trust Company of New York, as Paying Agent (the
"Paying Agent"), through the Exchange Agent, with either (i) such holder's
correct taxpayer identification number ("TIN") on Substitute Form W-9 attached
hereto, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such holder of Private Notes is awaiting a TIN) and that (A) the holder of
Private Notes has not been notified by the Internal Revenue Service that he or
she is subject to backup withholding as a result of a failure to report all
interest or dividends or (B) the Internal Revenue Service has notified the
holder of Private Notes that he or she is no longer subject to backup
withholding; or (ii) an adequate basis for exemption from backup withholding. If
such holder of Private Notes is an individual, the TIN is such holder's social
security number. If the Paying Agent is not provided with the correct TIN, the
holder of Private Notes may be subject to certain penalties imposed by the
Internal Revenue Service.
Certain holders of Private Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. However, exempt holders of Private Notes should indicate
their exempt status on Substitute Form W-9. For example, a corporation must
complete the Substitute Form W-9, providing its TIN and indicating that it is
exempt from backup withholding. In order for a foreign individual to qualify as
an exempt recipient, the holder must submit a Form W-8, signed under penalties
of perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Paying Agent. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for more instructions.
If backup withholding applies, the Paying Agent is required to withhold 31%
of any such payments made to the holder of Private Notes or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
surrendering holder of Private Notes has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part 3
is checked, the holder of Private Notes or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the Paying
Agent will withhold 31% of all payments made prior to the time a properly
certified TIN is provided to the Paying Agent.
The holder of Private Notes is required to give the Paying Agent the TIN
(e.g., social security number or employer identification number) of the record
owner of the Private Notes. If the Private Notes are in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
<PAGE> 11
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<S> <C> <C>
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PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK, AS PAYING AGENT
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW. -----------------------------
Social Security number(s)
or Employer Identification
Number(s)
-----------------------------------------------------------------------------------------------
Department of
the Treasury PART 2 -- Certification--Under penalties of perjury, I certify that:
Internal Revenue Service
(1) The number shown on this form is my correct taxpayer identification number (or I am
PAYER'S REQUEST waiting for a number to be issued for me), and
FOR TAXPAYER
IDENTIFICATION (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding,
NUMBER (TIN) or (b) I have not been notified by the Internal Revenue Service (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.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding because of under reporting
interest or dividends on your tax return.
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PART 3 -- Awaiting TIN
SIGNATURE ----------------------------------------------------------------------------------
DATE-----------------------------------------------------------------------------------------
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE SUBSTITUTE FORM W-9.
<TABLE>
<S> <C>
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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 (1) 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 (2) 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 payment, 31% of all reportable cash payments made to me
thereafter will be withheld until I provide a taxpayer identification number.
----------------------------------------------- ------------------------------------------------
Signature Date
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</TABLE>
