<PAGE>
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
Summit Securities, Inc.
601 West 1st Avenue
Spokane, Washington 99201-5015
LETTER OF TRANSMITTAL
To: Exchange outstanding Investment Certificates Series A and B
Exchange Agent: METROPOLITAN INVESTMENT SECURITIES, INC.
To: METROPOLITAN INVESTMENT SECURITIES, INC.
FACSIMILE TRANSMISSION: (509) 835-2767
CONFIRM BY TELEPHONE TO: (509) 835-2210
VIA MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
Metropolitan Investment Securities, Inc.
Attn: Exchange Agent, Department 14100
601 West lst Avenue
Spokane, Washington 99201-5041
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SHOWN ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated _____, 2000
(the "Prospectus") of Summit Securities, Inc., an Idaho corporation (the
"Issuer"), and this letter of transmittal for Investment Certificates Series A
and B, which may be amended from time to time (this "letter"), which together
constitute the Issuer's offer (the "Exchange Offer") to exchange $1,000
principal amount and accrued interest of its __% Notes due 2005 (the "Exchange
Notes") for each $1,000 in principal amount of its outstanding Investment
Certificates Series A and B (collectively, the "Certificates"), that were issued
and sold in various transactions registered under the Securities Act of 1933
(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 Certificates who wish to tender their Certificates 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 Certificates, or if a tender of
Certificates is to be made by a book-entry transfer, confirm the book entry
transfer, in each case in accordance with the procedures for tendering described
in the Instructions to this letter. Holders of Certificates who wish to tender
their Certificates and whose certificates are not immediately available 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 Certificates according to the
guaranteed delivery procedures listed under the caption "THE EXCHANGE OFFER--How
to Tender Your Certificates" in the Prospectus. See Instruction 1.
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Certificates validly tendered and the issuance of the
Exchange Notes will be made on the exchange date, which is the first business
day following the expiration date of the offering. For the purposes of the
Exchange Offer, the Issuer shall be deemed to have accepted for exchange validly
tendered Certificates only when 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 for additional copies of the
Prospectus or this letter may be directed to the exchange agent, at the address
listed above.
<PAGE>
Please read the entire letter of transmittal, including the instructions to
this letter, carefully before checking any box below.
List in Box 1 below the Certificates you own. If the space provided in Box
1 is inadequate, list the certificate numbers and principal amount of
Certificates on a separate signed schedule and attach that schedule to this
letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN IF BLANK)(1)
<TABLE>
<CAPTION>
Principal Amount Compounded Total Amount of Total cash and
Certificate/Indemnity Certificate/Receipt of Certificates Interest on Certificates Additional Cash Certificates
Agreement Enclosed(2) Number(s)(3) (excluding interest) Certificate Tendered(4) Tendered(5) tendered(6)
--------------------- ------------------- -------------------- ----------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
YES/NO
YES/NO
YES/NO
YES/NO
YES/NO
YES/NO
Totals:
(total amount must be
an increment of $5,000)
</TABLE>
/ / CHECK HERE IF YOU WISH TO TENDER THE INTEREST THAT ACCRUES ON YOUR
DEBENTURES TO THE DATE OF EXCHANGE.
/ / Check here if Certificates are being delivered pursuant to a notice of
guaranteed delivery previously sent to the exchange agent.
-------------------
(1) If you are tendering Certificates that are owned by you in different
capacities (e.g.: individual, joint tenancy, tenants in common, etc.), you
must complete a separate transmittal letter for each separate ownership
category.
(2) If your Certificate or indemnity agreement is enclosed, circle "YES." If
your Certificate is not enclosed because you are delivering your
Certificate by book-entry transfer, or if your Certificate is held by
Summit as your IRA custodian, circle "No."
(3) If Certificates are being tendered by book-entry transfer, provide the
receipt number instead of the certificate number.
(4) Unless otherwise indicated, the entire principal amount and compounded
interest of Certificates represented by a certificate delivered to the
exchange agent will be deemed to have been tendered. If you tender a
portion of a Certificate, a new Certificate will be issued to you for the
amount not tendered. If the amount not tendered is less than $100, you will
receive cash in amount equal to the un-tendered portion instead of a new
Certificate.
(5) You may tender cash in addition to your Certificates to meet the $5,000
increments for exchange. If you also tender accrued interest, any excess
additional cash will be returned to you.
(6) If you tender a total amount of cash, Certificates and accrued interest
that is not an equal increment of $5,000, the excess amount tendered will
be returned to you.
2
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount and accrued interest of
Certificates indicated above. Subject to, and effective upon, the acceptance for
exchange of the Certificates 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 Certificates 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 Certificates, with
full power of substitution, to: (a) deliver certificates for such Certificates;
(b) deliver 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 Certificates tendered under the Exchange Offer;
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of the Certificates, 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 Certificates
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 Certificates tendered.
By tendering Certificates, the undersigned certifies (a) that it is not an
"affiliate" of the Issuer within the meaning of the Securities Act (an
"Affiliate"), that it is not a broker-dealer that owns Certificates acquired
directly from the Issuer or an Affiliate, that it is acquiring the Exchange
Notes directly from the Issuer or an Affiliate, that it is acquiring the
Exchange Notes offered hereby in the ordinary course of the undersigned's
business and that the undersigned has no arrangement with any person to
participate in the distribution of such Exchange Notes; (b) that it is an
Affiliate of the Issuer or of any of the initial purchasers of the Certificates
in the Certificate offering and that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable
to it; or (c) that it is a participating broker-dealer and that it will deliver
a prospectus in connection with any resale of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account, it will deliver a prospectus in connection with any resale of
such Exchange Notes. By so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The Issuer may accept the undersigned's tender by delivering written notice
of acceptance to the exchange agent. The Issuer may, in its sole discretion,
accept or reject any tender for any reason, and will have no liability to any
party as a result thereof.
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.
Unless otherwise indicated under "Special Delivery Instructions" below, the
exchange agent will deliver Exchange Notes (and, if applicable, a new
certificate for any Certificate amounts not tendered, but represented by a
certificate also encompassing Certificates 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 Prospectus and
this letter, the Prospectus shall prevail.
3
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
TO BE SIGNED BY ALL
TENDERING HOLDERS
This box must be signed by registered holder(s) of Certificates as their
name(s) appear(s) on certificate(s) for Certificates, 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)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory
Date , 1999
----------------------------------------------------------------------
Name(s)
-------------------------------------------------------------------------
(PLEASE PRINT)
Capacity
------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
-----------------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
IF WE REQUEST YOUR SIGNATURES TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, WE
WILL PROVIDE A SEPARATE FORM
4
<PAGE>
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: ____________________
<TABLE>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1-Please provide your Taxpayer Social Security Number or
FORM W-9 Identification Number in the box at Employer Identification Number
DEPARTMENT OF THE TREASURY right and certify by signing and dating
INTERNAL REVENUE SERVICE below. ________________________
--------------------------------------- ---------------------------------
PART 2 / /
Check the box if you are NOT subject to back-up withholding under the
provisions of Section 2406(a)(1)(C) of the Internal Revenue Code because
(a) 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
(b) the Internal Revenue Service has notified you that you are no longer
subject to back-up withholding.
------------------------------------- ---------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER PART 3 / /
IDENTIFICATION NUMBER (TIN) Check if awaiting TIN
-----------------------------------------------------------------------------------------------------------------
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE
Signature
---------------------------------
Date
--------------------------------------
Name
--------------------------------------
(PLEASE PRINT)
</TABLE>
5
<PAGE>
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS FOR NAME CHANGE
(See Instructions 3 and 4)
To be completed ONLY if Certificates (certificated or book-entry) in a
principal amount not exchanged, or Exchange Notes, are to be issued in the name
of someone other than the person whose signatures appear in Box 2. If the
principal amount of the Certificate not being tendered is less than $100.00,
cash will be returned instead of a new Certificate.
Issue and deliver: (check appropriate boxes)
/ / Amount of Certificates not tendered
/ / Exchange Notes, to:
Name:
---------------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please complete the Substitute Form W-9 at Box 3. Tax I.D. or Social
Security Number:
--------------------------------------------------------------------------------
BOX 5
SPECIAL DELIVERY INSTRUCTIONS FOR ADDRESS CHANGE
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Certificates (certificated or book-entry) in a
principal amount not exchanged, or Exchange Notes, are to be sent to someone
other than the person whose signature appears in Box 2 or to an address other
than that shown in Box 1. If the principal amount of the Certificate not being
tendered is less than $100, cash will be returned instead of a new Certificate.
Deliver: (check appropriate boxes)
/ / Amount of Certificates not tendered
/ / Exchange Notes, to:
Name:
---------------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please complete the Substitute Form W-9 at Box 3. Tax I.D. or Social
Security Number:
--------------------------------------------------------------------------------
6
<PAGE>
INDEMNITY AGREEMENT
Complete and sign this page only if you wish to tender your Certificates
and the certificates for your Certificates have been lost, stolen or destroyed.
Certificate Number(s):
-----------------------------------------------------
Registered in the name of:
-------------------------------------------------
The above referenced certificate(s) is (are) hereby represented and
warranted to have been lost, stolen or destroyed. The undersigned hereby
requests Summit Securities, Inc. (the "lssuer") to issue a new certificate(s)
representing the one lost, stolen or destroyed for purposes of tendering the
certificate in the exchange offer without requiring surrender of the
certificate(s) for cancellation.
In consideration of the Issuer's complying with this request, the
undersigned, his/her/their legal representative, successors, and assigns,
agree(s) jointly and severally, to indemnify and hold harmless the Issuer, its
successors, assigns and affiliates, and each of them (the "Obligee"), from and
against any and all liabilities, losses, damages, costs, charges, counsel fees
and other expenses of every nature and character, which the Obligee at any time
shall or may sustain or incur by reason of any claim or demand which may be made
as a result of the redemption of, or by reason of any payment, transfer,
exchange or other act which the Obligee may do or cause to be done with respect
to, the certificate represented and warranted to have been lost, stolen or
destroyed or by reason of any refusal to issue a new certificate to any person
offering to surrender that certificate, whether or not such liabilities, losses,
costs, damages, counsel fees or other expenses arise or occur through accident,
oversight, inadvertence or negligence on the part of the Obligee, its respective
officers, agents, clerks or employees.
<TABLE>
<S> <C> <C>
----------------------------------------------- ----------------------------------- ---------------
(Signature of all registered owners is required (Capacity of relationship to owner) (Date)
unless waived by the Issuer)
----------------------------------------------- ----------------------------------- ---------------
(Signature of all registered owners is required (Capacity of relationship to owner) (Date)
unless waived by the Issuer)
</TABLE>
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND CERTIFICATES. Certificates for Investment
Certificates, or a book-entry transfer, 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 address
contained herein on or before the expiration date. The method of delivery of
this letter, certificates for Certificates and any other required documents is
at the election and risk of the tendering holder, but except as otherwise
provided below, the delivery will be deemed made when actually received by the
exchange agent. If delivery is by mail, the use of registered mail with return
receipt requested, properly insured, is suggested.
We may require the tendered Certificates to be endorsed or accompanied by
written instruments of transfer in a form satisfactory to the Issuer and duly
executed by the registered holder and the signature on the endorsement or
instrument of transfer 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 Exchange Act.
Any beneficial owner whose Certificates are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender Certificates should contact the holder promptly and instruct the
holder to tender Certificates on the beneficial owner's behalf. If the
beneficial owner wishes to tender the Certificates himself, the beneficial owner
must, prior to completing and executing the letter of transmittal and delivering
the Certificates, either make appropriate arrangements to register ownership of
the Certificates in the beneficial owner's name or follow the procedures
described in the immediately preceding paragraph. The transfer of record
ownership may take considerable time.
Holders whose Certificates are not immediately available or who cannot
deliver their Certificates, or a book-entry transfer, as the case may be, and
all other required documents to the exchange agent on or before the expiration
date may tender their Certificates pursuant to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedure: (a) tender
must be made by or through an Eligible Institution; (b) prior to the expiration
date, the exchange agent must have received from the Eligible Institution a
properly completed and duly executed Notice of Guaranteed Delivery (by telegram,
telex, facsimile transmission, mail or hand delivery) (1) setting forth the name
and address of the holder, the description of the Certificates and the principal
amount of Certificates tendered, (2) stating that the tender is being made
thereby and (3) guaranteeing that, within five New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, this
letter together with the certificates representing the Certificates, or a
book-entry transfer, as the case may be, and any other documents required by
this letter will be deposited by the Eligible Institution with the exchange
agent; and (c) the certificates for all tendered Certificates, or a book-entry
transfer, as the case may be, as well as all other documents required by this
letter, must be received by the exchange agent within five New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Prospectus under the caption "THE EXCHANGE
OFFER--How to Tender."
The method of delivery of Certificates 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.
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of federal income tax, 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. Each
tendering holder should complete and sign the main signature form and the
Substitute Form W-9 included as part of the letter of transmittal, 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.
8
<PAGE>
A tender will be deemed to have been received as of the date when the
tendering holder's properly completed and duly signed letter of transmittal
accompanied either by the Certificates or by a timely book-entry transfer, is
received by the exchange agent. Issuances of Exchange Notes in exchange for
Certificates 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 (and any other required documents) and the tendered Certificates, or
by a timely book-entry transfer.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance (including the decision of which Certificates to accept
for exchange in the case of an over subscription of the offering as described in
the Prospectus) of tendered Certificates 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 for any reason. The Issuer also reserves the right
to waive any irregularities or conditions of tender as to particular
Certificates. All tendering holders, by execution of this letter, waive any
right to receive notice of acceptance of their Certificates. The Issuer's
interpretation of the terms and conditions of the Exchange Offer (including the
letter of transmittal and the instructions thereto) 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. If less than the entire principal amount and compounded
interest of any Certificate evidenced by a submitted certificate, or by a timely
book-entry transfer, is tendered, the tendering holder must fill in the total
amount tendered in the fifth column of Box 1 above. All principal and compounded
interest of the Certificates represented by a certificate delivered to the
exchange agent, or by a timely book-entry transfer, will be deemed to have been
tendered unless otherwise indicated. If you wish to tender the accrued but
unpaid interest on your Certificate, you must check the appropriate box in Box
1. A new certificate for Certificates 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 Certificates
represented by a submitted certificate is tendered. In the case of Certificates
tendered by book-entry transfer, the non-exchanged amount of Certificate will be
credited to the holder in book-entry form. If the amount of Certificates not
being tendered is less than $100, cash will be returned instead of a new
Certificate. You may tender cash in addition to the principal and accrued
interest of your Certificates to meet the $5,000 increment requirement for the
offering. If you are tendering cash, indicate the total amount of cash being
tendered in Box 1.
3. SIGNATURES ON THIS LETTER; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If this
letter is signed by the holder(s) of Certificates tendered hereby, the signature
must correspond with the name(s) as written on the face of the certificate(s)
for such Certificates, without alteration, enlargement or any change whatsoever.
If any of the Certificates tendered hereby are owned by two or more joint
owners, all owners must sign this letter. If any tendered Certificates 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 is signed by the holder of record and (a) the entire
principal amount of the holder's Certificates are tendered; and/or (b)
untendered Certificates, if any, are to be issued to the holder of record, then
the holder of record need not endorse any certificates for tendered
Certificates, nor provide a separate bond power. In any other case, the holder
of record must transmit a separate bond power with this letter.
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.
Signatures on this letter may be required to be guaranteed. In the event
that the signatures in this letter are required to be guaranteed, such
guarantees must be by an eligible guarantor institution which is a member of The
Securities Transfer Agents Medallion Program ("STAMP"), The New York Stock
Exchanges Medallion Signature Program ("MSP") or The Stock Exchanges Medallion
Program ("SEMP"). If Certificates are registered in the name of a person other
than the signer of this letter, the Certificates surrendered for exchange must
be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Issuer, in its
sole discretion, duly executed by the registered holder with the signature
thereon guaranteed by an Eligible Institution.
9
<PAGE>
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Certificates not exchanged are to be issued
or sent, if different from the name and address of the person signing this
letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering
Certificates by book-entry transfer may request Certificates not exchanged be
credited as the holder may designate.
5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder
whose tendered Certificates are accepted for exchange must provide the exchange
agent (as payor) with his or her correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual, 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 pursuant to the
Exchange Offer may be subject to back-up withholding. (If withholding results in
overpayment of taxes, a refund may be obtained.) Exempt holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these back-up withholding and reporting requirements. See the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions. A copy of these guidelines may be obtained from the
exchange agent.
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%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (a) 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; (b) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding; or (c) in accordance with the
Guidelines, such holder is exempt from back-up withholding. If the Certificates
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for information on which TIN to report.
6. TRANSFER TAXES. The Issuer will pay all state and local transfer taxes,
if any, applicable to the transfer of Certificates to it or its order pursuant
to the Exchange Offer. If, however, the Exchange Notes or certificates for
Certificates 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
Certificates 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 amend or
waive any of the specified conditions in the Exchange Offer in the case of any
Certificates tendered.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Certificates 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 or this letter, may be directed to the exchange agent.
IMPORTANT: THIS LETTER (TOGETHER WITH CERTIFICATES REPRESENTING TENDERED
DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR BEFORE THE EXPIRATION DATE OF THE OFFERING, AS STATED IN THE
PROSPECTUS.
10
