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THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME,
ON ,
2009 UNLESS EXTENDED IN THE SOLE AND ABSOLUTE DISCRETION OF
OXFORD INDUSTRIES, INC. (THE “EXPIRATION DATE”).
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
Oxford Industries,
Inc.
LETTER OF TRANSMITTAL
for
Exchange of 11.375% Senior
Secured Notes of Oxford Industries, Inc. due 2015 which have
been registered under the Securities Act of 1933, as amended for
outstanding 11.375% Senior Secured Notes due 2015
Guaranteed by
Lionshead Clothing Company
Oxford Caribbean, Inc.
Oxford Garment, Inc.
Oxford Lockbox, Inc.
Piedmont Apparel Corporation
SFI of Oxford Acquisition Corporation
Tommy Bahama Group, Inc
Tommy Bahama R&R Holdings, Inc.
Tommy Bahama Beverages, LLC
Ben Sherman Clothing, Inc.
Oxford International, Inc.
Oxford of South Carolina, Inc.
Viewpoint Marketing, Inc.
Tommy Bahama Texas Beverages, LLC
Exchange Agent:
U.S. Bank National Association
By Mail, Hand or Courier:
U.S. Bank National Association
Specialized Finance
60 Livingston Avenue
Mail Station — EP-MN-WS2N
St. Paul, Minnesota
55107-2292
or
U.S. Bank National Association
100 Wall Street,
16th
Floor
New York, NY 10005
Attn: Corporate Trust Services
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By Facsimile (for Eligible Institutions only):
(651) 495-8158
Attention: Specialized Finance
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Confirm by Telephone:
(800) 934-6802
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For information on other offices or agencies of the Exchange
Agent where Old
Notes may be presented for exchange, please call the
telephone number listed above.
Delivery of this instrument to an address other than as set
forth above does not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE
INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY
BOX BELOW
Capitalized terms used in this Letter of Transmittal and not
defined herein shall have the respective meanings ascribed to
them in the Prospectus (as defined herein). The method of
delivery of this Letter of Transmittal, notes and all other
required documents to the Exchange Agent, including delivery
through The Depository Trust Company and any acceptance or
Agent’s Message delivered through ATOP, is at the election
and risk of holders.
List in Box 1 below the Old Notes of which you are the holder.
If the space provided in Box 1 is inadequate, list the
certificate numbers and principal amount at maturity of Old
Notes on a separate signed schedule and affix that schedule to
this Letter of Transmittal.
BOX 1
TO BE
COMPLETED BY ALL TENDERING HOLDERS
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Principal
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Principal
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Amount of
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Name(s) and Address(es) of Registered Holder(s)
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Certificate
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Amount of
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Old Notes
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(Please fill in if blank)
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Number(s)(1)
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Old Notes
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Tendered(2)
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Totals:
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(1) Need not be completed if Old Notes are being tendered
by book-entry transfer.
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(2) Unless otherwise indicated, the entire principal amount
of Old Notes represented by a certificate or Book-Entry
Confirmation delivered to the Exchange Agent will be deemed to
have been tendered.
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The undersigned acknowledges receipt of (i) the Prospectus,
dated ,
2009 (the “Prospectus”), of Oxford Industries, Inc.
(the “Issuer”) and Lionshead Clothing Company, Oxford
Caribbean, Inc., Oxford Garment, Inc., Oxford Lockbox, Inc.,
Piedmont Apparel Corporation, SFI of Oxford Acquisition
Corporation, Tommy Bahama Group, Inc., Tommy Bahama R&R
Holdings, Inc., Tommy Bahama Beverages, LLC, Ben Sherman
Clothing, Inc., Oxford International, Inc., Oxford of South
Carolina, Inc., Viewpoint Marketing, Inc. and Tommy Bahama Texas
Beverages, Inc. (together, the “Guarantors”) and
(ii) this Letter of Transmittal, which may be amended from
time to time (as amended, this “Letter”), which
together constitute the offer of the Issuer and the Guarantors
(the “Exchange Offer”) to exchange new
11.375% Senior Secured Notes due 2015 (the “New
Notes”) that have been registered under the Securities Act
of 1933, as amended (the “Securities Act”), for a like
principal amount of the Issuer’s outstanding
11.375% Senior Secured Notes due 2015 (the “Old
Notes”). The Old Notes were issued and sold in transactions
exempt from registration under the Securities Act.
The undersigned has completed, executed and delivered this
Letter to indicate the action he or she desires to take with
respect to the Exchange Offer.
All holders of Old Notes who wish to tender their Old Notes
must, on or prior to the Expiration Date: (1) complete,
sign, date and mail or otherwise deliver this Letter or a
facsimile of this Letter to the Exchange Agent, in person or at
the address set forth above; and (2) tender his or her Old
Notes or, if a tender of Old Notes is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The
Depository Trust Company (the “Book-Entry Transfer
Facility”), confirm such book-entry transfer (a
“Book-Entry
Confirmation”), in accordance with the procedures for
tendering described in the Instructions to this Letter. Holders
of Old Notes whose certificates are not immediately available,
or who are unable to deliver their certificates or Book-Entry
Confirmation and all other documents required by this Letter to
be delivered to the Exchange Agent on or prior to the Expiration
Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth under the caption “The
Exchange Offer — Procedures for Tendering Old
Notes” in the Prospectus. (See Instruction 1)
Notwithstanding anything contained in this Letter of
Transmittal, or in the related notice of guaranteed delivery,
tenders can only be made through ATOP by DTC participants and
Letters of Transmittal can only be accepted by means of an
Agent’s Message.
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.
Ladies and
Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned tenders to the Issuer and the Guarantors
the principal amount of Old Notes indicated above. Subject to,
and effective upon, the acceptance for exchange of the Old Notes
tendered with this Letter, the undersigned exchanges, assigns
and transfers to, or upon the order of, the Issuer and the
Guarantors, all right, title and interest in and to the Old
Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as
his or her agent and attorney-in-fact (with full knowledge that
the Exchange Agent also acts as the agent of the Issuer and the
Guarantors) with respect to the tendered Old Notes, with full
power of substitution, to: (a) deliver certificates for
such Old Notes; (b) deliver Old Notes and all accompanying
evidence of transfer and authenticity to or upon the order of
the Issuer upon receipt by the Exchange Agent, as the
undersigned’s agent, of the New Notes to which the
undersigned is entitled upon the acceptance by the Issuer and
the Guarantors of the Old Notes tendered under the Exchange
Offer; and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of the Old Notes, all in
accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed irrevocable
and coupled with an interest.
The undersigned hereby represents and warrants that he or she
has full power and authority to tender, exchange, assign and
transfer the Old Notes tendered hereby and to acquire New Notes
issuable upon exchange of the tendered Old Notes, and that, when
the tendered Old Notes are accepted for exchange, the Issuer and
the Guarantors will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The
undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuer to be necessary or
desirable to complete the exchange, assignment and transfer of
the Old Notes tendered.
The undersigned agrees that acceptance of any tendered Old Notes
by the Issuer and the Guarantors and the issuance of New Notes
in exchange therefore shall constitute performance in full by
the Issuer and Guarantors of their respective obligations under
the registration rights agreement that the Issuer and Guarantors
entered into with the initial purchasers of the Old Notes (the
“Registration Rights Agreement”) and that, upon the
issuance of the New Notes, the Issuer and Guarantors will have
no further obligations or liabilities under the Registration
Rights Agreement (except in certain limited circumstances). By
tendering Old Notes, the undersigned certifies that (i) any
New Notes received by it will be acquired in the ordinary course
of its business, (ii) it is not engaging in or intending to
engage in a distribution of the New Notes and it has no
arrangement or understanding with any person or entity to
participate in a distribution (within the meaning of the
Securities Act) of the New Notes, (iii) it is not an
“affiliate” (within the meaning of Rule 405 under
the Securities Act) the Issuer or the Guarantors nor is it a
broker-dealer that acquired Old Notes directly from such persons
or, if it is an affiliate (as so defined) of such persons or a
broker-dealer that acquired Old Notes directly from such
persons, it will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable, and (iv) if it is not a
broker-dealer,
it is not engaged in, and does not intend to engage in, a
distribution of the New Notes.
The undersigned acknowledges that, if it is a broker-dealer that
will receive New Notes in exchange for Old Notes that were
acquired for its own account as a result of market-making
activities or other trading activities, it will deliver a
prospectus in connection with any resale of such New Notes.
The undersigned understands that the Issuer and the Guarantors
may accept the undersigned’s tender by delivering written
notice of acceptance to the Exchange Agent, at which time the
undersigned’s right to withdraw such tender will terminate.
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, legal
representatives, successors, assigns, executors and
administrators. Tenders may be withdrawn only in accordance with
the procedures set forth in the Instructions included with this
Letter.
Unless otherwise indicated under “Special Delivery
Instructions” below, the Exchange Agent will deliver New
Notes (and, if applicable, a certificate for any Old Notes not
tendered but represented by a certificate also encompassing Old
Notes which are tendered) to the undersigned at the address set
forth in Box 1.
The undersigned acknowledges that 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.
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CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
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Name of Tendering Institution:
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CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO
THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
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Name(s) of Registered Owner(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Institution which Guaranteed Delivery:
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CHECK HERE IF YOU ARE AN “AFFILIATE” (WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT) OF THE ISSUER
OR ANY OF THE GUARANTORS.
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CHECK HERE IF YOU ARE A BROKER-DEALER OR AN
“AFFILIATE” (WITHIN THE MEANING OF RULE 405 UNDER
THE SECURITIES ACT) OF THE ISSUER OR THE GUARANTORS AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
ANY AMENDMENTS OR SUPPLEMENTS THERETO.
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PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX
2
PLEASE
SIGN HERE
WHETHER OR NOT OLD NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
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X
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X
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(Signature(s) of
Owner(s)
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(Date)
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or Authorized
Signatory)
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| Area Code and Telephone Number: |
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This box must be signed by registered holder(s) of Old Notes as
their name(s) appear(s) on certificate(s) for Old Notes, or by
person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Letter. If
signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title
below. (See Instruction 3)
(Please Print)
(Include Zip Code)
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Signature(s) Guaranteed
by an Eligible Institution:
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(If required by Instruction 3)
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(Authorized Signature)
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(Title)
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(Name of
Firm)
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BOX
3
SPECIAL ISSUANCE INSTRUCTIONS
(See
Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a
principal amount not exchanged, or New Notes, are to be issued
in the name of someone other than the person whose signature
appears in Box 2, or if Old Notes delivered by book-entry
transfer which are not accepted for exchange are to be returned
by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue and deliver:
(check appropriate boxes)
o Old
Notes not tendered
o New
Notes, to:
(Please Print)
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BOX
4
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a
principal amount not exchanged, or New 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.
Deliver:
(check appropriate boxes)
o Old
Notes not Tendered
o New
Notes, to:
(Please Print)
INSTRUCTIONS
FORMING
PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter and
Certificates. Certificates for Old Notes or a
Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed copy of this Letter and any
other documents required by this Letter, must be received by the
Exchange Agent at its address set forth herein any time prior to
5:00 p.m., New York City time, on the Expiration Date. The
method of delivery of this Letter, certificates for Old Notes or
a Book-Entry
Confirmation, as the case may be, 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.
Holders whose Old Notes are not immediately available or who
cannot deliver their Old Notes or a
Book-Entry
Confirmation, as the case may be, and all other required
documents to the Exchange Agent on or before the Expiration Date
may tender their Old Notes pursuant to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such
procedure: (i) tender must be made by or through a bank,
broker, dealer, credit union, savings association or other
entity which is a member in good standing of a recognized
medallion program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program
(SEMP) and the New York Stock Exchange Medallion Signature
Program (MSP), or any other “eligible guarantor
institution” within the meaning of
Rule 17Ad-15
under the Securities Exchange Act of 1934 (an “Eligible
Institution”); (ii) any time prior to 5:00 p.m.,
New York City time, on 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, facsimile transmission, mail or hand
delivery) (x) setting forth the name and address of the
holder, the names in which the Old Notes are registered, the
principal amount of Old Notes tendered and, if possible, the
certificate numbers of the Old Notes to be tendered,
(y) stating that the tender is being made thereby and
(z) guaranteeing that within three New York Stock Exchange
trading days after the date of execution of such Notice of
Guaranteed Delivery, the Old Notes, in proper form for transfer,
will be delivered by the Eligible Institution together with this
Letter, properly completed and duly executed, and any other
required documents to the Exchange Agent; and (iii) the
certificates for all tendered Old Notes or a
Book-Entry
Confirmation, as the case may be, as well as all other documents
required by this Letter, must be received by the Exchange Agent
within three 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 — Guaranteed Delivery Procedures.”
All questions as to the validity, form, eligibility (including
time of receipt), acceptance and withdrawal of tendered Old
Notes will be determined by the Issuer, whose determination will
be final and binding. The Issuer reserves the absolute right to
reject any or all tenders that are not in proper form or the
acceptances for exchange of which may, in the opinion of counsel
to the Issuer, be unlawful. The Issuer also reserves the right
to waive any of the conditions of the Exchange Offer or any
defects or irregularities in tenders of any particular holder of
Old Notes whether or not similar defects or irregularities are
waived in the cases of other holders of Old Notes. All tendering
holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Old Notes.
None of the Issuer, the Guarantors, the Exchange Agent nor any
other person shall be obligated to give notice of defects or
irregularities in any tender, nor shall any of them incur any
liability for failure to give any such notice.
2. Partial Tenders; Withdrawals. If less
than the entire principal amount of any Old Note evidenced by a
submitted certificate or by a Book-Entry Confirmation is
tendered, the tendering holder must fill in the principal amount
tendered in the fourth column of Box 1 above. All of the Old
Notes represented by a certificate or by a Book-Entry
Confirmation delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. A certificate for
Old Notes not tendered will be sent to the holder at its
registered address, unless otherwise provided in Box 3 or 4, as
soon as practicable after the Expiration Date, in the event that
less than the entire principal amount of Old Notes represented
by a submitted certificate is
tendered (or, in the case of Old Notes tendered by book-entry
transfer, such non-exchanged Old Notes will be credited to an
account maintained by the holder with the Book-Entry Transfer
Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may
be withdrawn at any time prior to 5:00 p.m., New York City
time, on the Expiration Date. To be effective with respect to
the tender of Old Notes, a written or facsimile transmission
notice of withdrawal must: (i) be received by the Exchange
Agent at its address or facsimile number (with confirmation) set
forth above before 5:00 p.m., New York City time, on the
Expiration Date; (ii) specify the person named in the
applicable letter of transmittal as having tendered Old Notes to
be withdrawn; (iii) specify the certificate numbers, if
applicable, of Old Notes to be withdrawn; (iv) specify the
principal amount of Old Notes to be withdrawn, which must be an
authorized denomination; (v) state that the holder is
withdrawing its election to have those Old Notes exchanged;
(vi) state the name of the registered holder of those Old
Notes; and (vii) be signed by the holder in the same manner
as the signature on the applicable letter of transmittal,
including any required signature guarantees, or be accompanied
by evidence satisfactory to the Issuer that the person
withdrawing the tender has succeeded to the beneficial ownership
of the Old Notes being withdrawn.
3. Signatures on this Letter; Assignments; Guarantee of
Signatures. If this Letter is signed by the
holder(s) of Old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the
certificate(s) for such Old Notes, without alteration,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned by two or more
joint owners, all owners must sign this Letter. If any tendered
Old Notes are held in different names on several certificates,
it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are names in which
certificates are held.
If this Letter is signed by the holder of record and
(i) the entire principal amount of the holder’s Old
Notes are tendered;
and/or
(ii) untendered Old Notes, if any, are to be issued to the
holder of record, then the holder of record need not endorse any
certificates for tendered Old Notes, nor provide a separate bond
power. If 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 must be guaranteed by an Eligible
Institution, unless Old Notes are tendered: (i) by a holder
who has not completed Box 3 entitled “Special Issuance
Instructions” or Box 4 entitled “Special Delivery
Instructions” on this Letter; or (ii) for the account
of an Eligible Institution. In the event that the signatures in
this Letter or a notice of withdrawal, as the case may be, 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 Old Notes are
registered in the name of a person other than the signer of this
Letter, the Old Notes surrendered for exchange must be endorsed
by, 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.
4. Special Issuance and Delivery
Instructions. Tendering holders should indicate,
in Box 3 or 4, as applicable, the name and address to which the
New Notes or certificates for Old Notes 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 Old Notes by
book-entry transfer may request that Old Notes not exchanged be
credited to such account maintained at the Book-Entry Transfer
Facility as such holder may designate.
5. Transfer Taxes. The Issuer
and/or the
Guarantors will pay all transfer taxes, if any, applicable to
the transfer of Old Notes to them or their order pursuant to the
Exchange Offer. If, however, the New Notes or certificates for
Old Notes not exchanged are to be delivered to, or are to be
issued in the name of, any person other than the record holder,
or if tendered certificates are recorded in the name of any
person other than the person signing this Letter, or if a
transfer tax is imposed for any reason other than the transfer
of Old Notes to
the Issuer and the Guarantors or their 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 5, it will not be
necessary for transfer tax stamps to be affixed to the
certificates listed in this Letter.
6. 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
Old Notes tendered.
7. Mutilated, Lost, Stolen or Destroyed
Certificates. Any holder whose certificates for
Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address indicated above for
further instructions.
8. 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 Old Notes or a
Book-Entry
Confirmation and all other required documents) must be received
by the Exchange Agent any time prior to 5:00 p.m., New York
City time, on the Expiration Date of the Exchange Offer (as
described in the Prospectus).