<PAGE> 1
LETTER OF TRANSMITTAL
ATLAS AIR, INC.
OFFER TO EXCHANGE
PASS THROUGH CERTIFICATES, SERIES 2000-1,
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
PASS THROUGH CERTIFICATES, SERIES 2000-1
PURSUANT TO THE PROSPECTUS, DATED JUNE 13, 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JULY 17, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.
ON THE EXPIRATION DATE.
TO: WILMINGTON TRUST COMPANY, EXCHANGE AGENT
<TABLE>
<S> <C>
By Mail, Overnight Delivery: By Hand:
Wilmington Trust Company Wilmington Trust Company
1100 North Market Street 1105 North Market Street
Wilmington, Delaware 19890-0001 1st Floor
Attention: Corporate Trust Wilmington, Delaware 19890
Operations -- Atlas Air-2000 Attention: Corporate Trust
EETC Exchange Offer Operations -- Atlas Air-2000
EETC Exchange Offer
</TABLE>
Facsimile Transmission:
(302) 651-1079
Corporate Trust Operations
Confirm by Telephone:
(302) 651-8474
Corporate Trust Operations
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.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW CERTIFICATES FOR THEIR OLD
CERTIFICATES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR OLD CERTIFICATES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE.
The undersigned acknowledges receipt of the prospectus, dated June 13, 2000
(the "Prospectus"), of Atlas Air, Inc., a Delaware corporation (the "Company"),
and this Letter of Transmittal and the instructions hereto (this "Letter"),
which together constitute the offer to exchange (the "Exchange Offer") an
aggregate principal amount of up to $217,317,000 of Pass Through Certificates,
Series 2000-1 (the "New Certificates") for an equal principal amount of the
outstanding Pass Through Certificates, Series 2000-1 (the "Old Certificates").
<PAGE> 2
For each Old Certificate accepted for exchange, the holder of such Old
Certificate will receive a New Certificate having a principal amount at maturity
equal to that of the surrendered Old Certificate. The New Certificates will
accrue interest at the applicable per annum rate for such Trust as set forth on
the cover page of the Prospectus, from the last date on which interest was paid
on the Old Certificates surrendered in exchange therefor. Interest on the New
Certificates is payable on January 2 and July 2 of each year commencing upon the
consummation of this Exchange Offer, subject to the terms of the Intercreditor
Agreement (as defined in the Prospectus). In the event that neither the
consummation of the Exchange Offer nor the declaration by the Commission of the
Shelf Registration Statement to be effective (each, a "Registration Event")
occurs on or prior to the 210th calendar day after the Issue Date, the interest
rate per annum borne by the Equipment Notes and passed through to holders of Old
Certificates shall be increased by 0.50% from and including August 25, 2000, but
excluding the date on which a Registration Event occurs. In the event that the
Shelf Registration Statement ceases to be effective at any time, during the
period the Company is required to keep such Shelf Registration Statement
effective, for more than 60 days, whether or not consecutive, during any
12-month period, the interest rate per annum borne by the Equipment Notes shall
be increased by 0.50% from the 61st day of the applicable 12-month period such
Shelf Registration Statement ceases to be effective until such time as the Shelf
Registration Statement again becomes effective.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Old Certificates of any extension by
means of a press release or other public announcement prior to 9:00 A.M., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This Letter is to be completed by a holder of Old Certificates either if
Old Certificates are to be forwarded herewith or if a tender of Old
Certificates, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedure set forth in "The
Exchange Offer" section of the Prospectus. Holders of Old Certificates whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Old Certificates
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their Old
Certificates according to the guaranteed delivery procedures set forth in "The
Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
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.
All capitalized terms used herein and not defined shall have the respective
meanings given to them in the Prospectus.
List below the Old Certificates to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Certificates should be listed on a separate signed schedule affixed hereto.
2
<PAGE> 3
--------------------------------------------------------------------------------
DESCRIPTION OF OLD CERTIFICATES
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL AMOUNT OF
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE OLD CERTIFICATES TENDERED
(PLEASE FILL IN, IF BLANK) NUMBER(S)* (IF LESS THAN ALL)**
----------------------------------------------------------------------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
----------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF OLD CERTIFICATES TENDERED
----------------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by holders tendering Old Certificates by book-entry
transfer.
** Need not be completed by holders who wish to tender with respect to all Old
Certificates listed. See Instruction 2.
--------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OLD CERTIFICATES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
---------------------------------------------
DTC Book-Entry Account No.:
------------------------------------------------
Transaction Code No.:
------------------------------------------------------
If holders desire to tender Old Certificates pursuant to the Exchange Offer
and (i) certificates representing such Old Certificates are not lost but are not
immediately available, (ii) time will not permit this Letter, certificates
representing such Old Certificates or other required documents to reach the
Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
holders may effect a tender of such Old Certificates in accordance with the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures."
[ ] CHECK HERE IF TENDERED OLD CERTIFICATES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name of Holder of Old Certificates:
----------------------------------------
Window Ticket No. (if any):
------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Eligible Institution that Guaranteed Delivery:
---------------------
If delivered by Book-Entry Transfer:
Name of Tendering Institution:
-----------------------------------------------
DTC Book-Entry Account No.:
--------------------------------------------------
Transaction Code No.:
--------------------------------------------------------
3
<PAGE> 4
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OLD CERTIFICATES ACQUIRED
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW
CERTIFICATES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH OLD
CERTIFICATES.
Name:
---------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
Aggregate Principal Amount of Old Certificates so held: $
------------------
4
<PAGE> 5
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 the Company the aggregate principal amount of Old
Certificates indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Certificates tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Certificates as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old
Certificates tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that any New
Certificates acquired in exchange for Old Certificates tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Certificates, whether or not such person is the undersigned, that neither
the holder of such Old Certificates nor any such other person is engaged in, or
intends to engage in, a distribution of such New Certificates, or has an
arrangement or understanding with any person to participate in the distribution
of such New Certificates, and that neither the holder of such Old Certificates
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 the Company.
The undersigned also acknowledges that this Exchange Offer is being made
based upon the Company's understanding of an interpretation by the Staff of the
Securities and Exchange Commission (the "Commission") as set forth in no-action
letters issued to third parties, including Exxon Capital Holdings Corporation,
SEC No-Action Letter (available May 13, 1988) (the "Exxon Capital Letter"),
Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991)
(the "Morgan Stanley Letter") and Shearman & Sterling, SEC No-Action Letter
(available July 2, 1993) (the "Shearman & Sterling Letter"), that the New
Certificates issued in exchange for the Old Certificates pursuant to the
Exchange Offer may be offered for resale, re-sold and otherwise transferred by
holders thereof (other than a broker-dealer who acquires such New Certificates
directly from the Company for resale pursuant to Rule 144A under the Securities
Act or any other available exemption under the Securities Act or any such holder
that is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act; provided that such New Certificates
are acquired in the ordinary course of such holders' business and such holders
are not engaged in, and do not intend to engage in, a distribution of such New
Certificates and have no arrangement with any person to participate in the
distribution of such New Certificates. If a holder of Old Certificates is
engaged in, or intends to engage in, a distribution of the New Certificates or
has any arrangement or understanding with respect to the distribution of the New
Certificates to be acquired pursuant to the Exchange Offer, such holder could
not rely on the applicable interpretations of the Staff of the Commission and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. If the
undersigned is a broker-dealer that will receive New Certificates for its own
account in exchange for the Old Certificates, it represents that the Old
Certificates to be exchanged for the New Certificates were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such New Certificates; 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.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Certificates 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
5
<PAGE> 6
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 of Tenders" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Certificates (and, if applicable,
substitute certificates representing Old Certificates for any Old Certificates
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Old Certificates, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the New Certificates (and, if applicable, substitute certificates
representing Old Certificates for any Old Certificates not exchanged) to the
undersigned at the address shown above in the box entitled "Description of Old
Certificates."
6
<PAGE> 7
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" or in the box entitled "Special Delivery Instructions" in this
Letter, certificates for New Certificates delivered in exchange for tendered Old
Certificates, and any Old Certificates delivered herewith but not exchanged,
will be registered in the name of the undersigned and will be delivered to the
undersigned at the address shown below the signature of the undersigned. If a
New Certificate is to be mailed to someone other than the person(s) signing this
Letter or to person(s) signing this Letter at an address different than the
address shown on this Letter, the appropriate boxes of this Letter should be
completed. If Old Certificates are surrendered by holder(s) that have completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" in this Letter, signature(s) on this Letter must
be guaranteed by an Eligible Institution (defined in Instruction 3).
To be completed ONLY if the New Certificates issued in consideration of Old
Certificates exchanged, or certificates for Old Certificates in a principal
amount not surrendered for exchange, are to be mailed to someone other than the
undersigned or to the undersigned at an address other than that below.
SPECIAL ISSUANCE INSTRUCTIONS
ISSUE AND MAIL CHECK TO:
Name:
---------------------------------------------------------------------------
(Please Print First, Middle & Last Name)
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City, State and Zip Code)
--------------------------------------------------------------------------------
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
DELIVER NEW NOTES TO:
Name:
---------------------------------------------------------------------------
(Please Print First, Middle & Last Name)
Address:
------------------------------------------------------------------------
(Number and Street)
--------------------------------------------------------------------------------
(City, State and Zip Code)
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
CERTIFICATES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD CERTIFICATES AS SET FORTH IN SUCH BOX ABOVE.
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
OLD CERTIFICATES 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 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
7
<PAGE> 8
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF
OLD CERTIFICATES REGARDLESS OF WHETHER OLD CERTIFICATES
ARE BEING PHYSICALLY DELIVERED HEREWITH)
<TABLE>
<S> <C>
x Date:
-------------------------------------------------- ----------------------------------------------
x Date:
-------------------------------------------------- ----------------------------------------------
Signature of Owner
</TABLE>
If a holder is tendering any Old Certificates, this Letter must be signed
by the holder(s) of Old Certificates exactly as the name(s) of the holder(s)
appear(s) on the certificate(s) for the Old Certificates or by any person(s)
authorized to become (a) 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, such
person must provide the following information.
<TABLE>
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Name(s): Address:
------------------------------------------ -------------------------------------------
(Please Print) (Include Zip Code)
Capacity: Telephone Number:
------------------------------------------ ----------------------------------
(Include Area Code)
</TABLE>
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
Signature(s) Guaranteed By:
-----------------------------------------------------
(Authorized Signature)
--------------------------------------------------------------------------------
(Title of Officer Signing this Guarantee)
--------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures -- Please Print)
--------------------------------------------------------------------------------
(Address and Telephone Number of Eligible Institution Guaranteeing Signatures)
Date:
----------------------------------------
8
<PAGE> 9
PLEASE COMPLETE SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: WILMINGTON TRUST COMPANY
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1 -- Please provide your TIN in the box Social Security Number
FORM W-9 at right and certify by signing and dating
below --------------------------------------------
or
Employee Identification Number
--------------------------------------------
--------------------------------------------------------------------------------------------
DEPARTMENT OF THE PART 2 -- CERTIFICATES -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE NUMBER SHOWN
TREASURY ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER (OR I AM WAITING FOR A NUMBER TO
INTERNAL REVENUE BE ISSUED FOR ME), AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT
SERVICE FROM BACKUP WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE
PAYER'S REQUEST (THE "IRS") THAT I AM SUBJECT TO BACKUP (TIN) WITHHOLDING AS A RESULT OF A FAILURE TO
FOR TAXPAYER REPORT ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER
IDENTIFICATION SUBJECT TO BACKUP WITHHOLDING. CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2)
NUMBER ("TIN") ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF
AFTER BEING NOTIFIED BY THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING YOU RECEIVED
ANOTHER NOTIFICATION FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO
NOT CROSS OUT ITEM (2).
---------------------------------------------
SIGNATURE PART 3 --
--------------------------
Awaiting TIN [ ]
DATE
--------------------------------
----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENT (IF ANY) MADE TO YOU WITH RESPECT TO OLD
CERTIFICATES TENDERED IN CONNECTION WITH THE EXCHANGE OFFER. YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future, I understand that because I have
not provided a taxpayer identification number, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number. If I provide a
properly certified taxpayer identification number within 60 days, you will
refund the tax if I so request.
<TABLE>
<S> <C>
--------------------------------------------- -------------------------
Signature Date
</TABLE>
9
<PAGE> 10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
OFFER TO EXCHANGE ATLAS AIR, INC. PASS THROUGH
CERTIFICATES, SERIES 2000-1, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING ATLAS AIR, INC.
PASS THROUGH CERTIFICATES, SERIES 2000-1
1. DELIVERY OF THIS LETTER AND OLD CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Certificates 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 Certificates, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) 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. Old Certificates tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof.
Holders of Old Certificates whose certificates for Old Certificates 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 Certificates 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 of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company by
facsimile transmission, mail or hand delivery, setting forth the name and
address of the holder of Old Certificates and the amount of Old Certificates
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Old Certificates, or a Book-Entry Confirmation, 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 (iii) the certificates for all
physically tendered Old Certificates, 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 three NYSE trading days after
the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Old Certificates 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 Certificates are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 P.M., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
DO NOT SEND THIS LETTER OR ANY OLD CERTIFICATES TO THE COMPANY.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD CERTIFICATES WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Old Certificates evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Old Certificates to be tendered in the box above
entitled "Description of Old Certificates -- Aggregate Principal Amount of Old
Certificates Tendered." A reissued certificate representing the balance of
nontendered Old Certificates will be sent to
10
<PAGE> 11
such tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Old Certificates
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Old Certificates
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 Certificates are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Old Certificates 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 of the Old Certificates
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Certificates are to be
issued, or any untendered Old Certificates 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 certificates
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of
any certificates specified herein, such certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the certificates and the signatures on
such certificates 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 the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on certificates for Old Certificates 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., by a commercial bank or trust company
having an office or correspondent in the United States or by an "eligible
guarantor" institution within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934 (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Certificates are tendered: (i) by a registered
holder of Old Certificates (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the holder of such Old Certificates)
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 Certificates should indicate in the applicable box
the name and address to which New Certificates issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Old Certificates 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 number or social security number of the person named must also be
indicated. A holder of Old Certificates tendering Old Certificates by book-entry
transfer may request that Old Certificates not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such holder of Old
Certificates may
11
<PAGE> 12
designate hereon. If no such instructions are given, such Old Certificates not
exchanged will be returned to the name or address of the person signing this
Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose Old
Certificates are accepted for exchange must provide the Company (as payor) with
such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 above, which, in the case of a tendering holder who is an individual, is his
or her social security number. If the Company is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the IRS. In addition, delivery of New Certificates
to such tendering holder may be subject to backup withholding in an amount equal
to 31% of all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Old Certificates (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Old Certificates
must provide its correct TIN by completing the "Substitute Form W-9" set forth
above, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the IRS that such holder is subject to a
backup withholding as a result of a failure to report all interest or dividends
or (iii) the IRS has notified the holder that such holder is no longer subject
to backup withholding. If the tendering holder of Old Certificates is a
nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Company a completed Form W-8, Certificate of Foreign
Status. These forms may be obtained from the Exchange Agent. If the Old
Certificates are in more than one name or are not in the name of the actual
owner, such holder should consult the W-9 Guidelines for information on which
TIN to report. If such holder does not have a TIN, such holder should consult
the W-9 Guidelines for instructions on applying for a TIN, check the box in Part
3 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
checking this box on the form means that such holder has already applied for a
TIN or that such holder intends to apply for one in the near future. If such
holder does not provide its TIN to the Company within 60 days, backup
withholding will begin and continue until such holder furnishes its TIN to the
Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Certificates to it or its order pursuant to the Exchange Offer. If,
however, New Certificates and/or substitute Old Certificates 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 Certificates tendered hereby, or if
tendered Old Certificates are 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 Certificates to the Company or its order pursuant
to the Exchange Offer, 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.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Old Certificates specified in this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
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8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Certificates, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their Old
Certificates for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of Old
Certificates nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD CERTIFICATES.
Any holder whose Old Certificates have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. 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.
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