EX-99.A.1.B 3 y45796ex99-a_1b.txt FORM OF LETTER OF TRANSMITTAL 1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the exchange offer or about the action you should take, you are recommended to seek your own personal financial advice immediately from an appropriately authorized independent professional advisor. If you have sold or otherwise transferred any of your shares of 6% Series D Convertible Redeemable Preferred Stock due 2007, please pass a copy of this document and the accompanying Offer to Exchange dated February 22, 2001 (the "Offer to Exchange"), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the exchange offer is not being made directly or indirectly in Canada or in any other jurisdiction where prohibited by applicable law and such documents should not be distributed, forwarded or transmitted into or from Canada or any other jurisdiction where prohibited by applicable law by any means whatsoever including without limitation mail, facsimile, transmission, telex or telephone. 2 LETTER OF TRANSMITTAL OFFER TO EXCHANGE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE CUSIP #G56462107 ("COMMON STOCK") FOR SHARES OF 6% SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2007 CUSIP #G56462164, #G56462305, AND #543885602 ("PREFERRED STOCK") PURSUANT TO THE OFFER TO EXCHANGE DATED FEBRUARY 22, 2001 [LORAL SPACE LOGO] THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 22, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED. The Exchange Agent for the exchange offer is: THE BANK OF NEW YORK By Mail: By Facsimile Transmission: By Hand or Overnight Courier: Tender & Exchange Department (for eligible institutions only) Tender & Exchange Department P.O. 11248 (212) 815-6213 101 Barclay Street Church Street Station For Confirmation Telephone: Receive & Deliver Window New York, NY 10286-1248 (212) 815-6156 New York, NY 10286
The Information Agent for the exchange offer is: LOGO 156 Fifth Avenue New York, New York 10010 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. 3 The undersigned acknowledges that he or she has received the Offer to Exchange dated February 22, 2001, of Loral Space and Communications Ltd. (the "Company") and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Offer") to exchange shares of Preferred Stock at an exchange ratio of 4.25 shares of its Common Stock for each outstanding share of the Company's Preferred Stock validly tendered. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on Thursday, March 22, 2001, unless the Offer is extended as provided in the Offer to Exchange, in which case the term "Expiration Date" shall mean the latest date and time to which the Offer is extended. Capitalized terms used but not defined herein shall have the same meaning given them in the Offer to Exchange. The Letter of Transmittal is to be completed by holders of Preferred Stock either (i) if the Preferred Stock is forwarded herewith or (ii) if tender of Preferred Stock is to be made by book-entry transfer to an account maintained by The Bank of New York (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offer -- Procedures for Tendering Preferred Stock" in the Offer to Exchange. Holders of Preferred Stock whose certificates (the "Certificates") for such Preferred Stock are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date or who cannot complete the procedures for book-entry transfer prior to such time on the Expiration Date must tender their Preferred Stock according to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" in the Offer to Exchange. See Instruction 1. Delivery of documents to DTC does not constitute delivery to Exchange Agent. The term "Holder" with respect to the Offer means any person in whose name shares of Preferred Stock are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer. Holders who wish to tender their shares of Preferred Stock must complete this Letter of Transmittal in its entirety. ALL TENDERING HOLDERS COMPLETE THIS BOX DESCRIPTION OF OUTSTANDING PREFERRED STOCK TENDERED
------------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF 6% SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2007 (PLEASE FILL IN, PREFERRED STOCK SHARE CERTIFICATE(S) AND PREFERRED STOCK IF BLANK, EXACTLY AS NAME(S) APPEAR(S) SHARE CERTIFICATE(S)) SHARES TENDERED (ATTACH ADDITIONAL LIST, IF NECESSARY) ------------------------------------------------------------------------------------------------------------------------------- NUMBER OF NUMBER OF SHARES OF CERTIFICATE SHARES OF PREFERRED STOCK NUMBERS* PREFERRED STOCK TENDERED** -------------------------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ TOTAL AMOUNT TENDERED: -------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by holders delivering shares of Preferred Stock by book-entry transfer. ** All shares of Preferred Stock held shall be deemed tendered unless a lesser number is specified in this column. 2 4 (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [ ] CHECK HERE IF TENDERED SHARES OF PREFERRED STOCK ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES OF PREFERRED STOCK BY BOOK-ENTRY TRANSFER (SEE INSTRUCTION 1)): Name of Tendering Institution: ---------------------------------------------------------------------------- DTC Account Number: ---------------------------------- Transaction Code Number: ---------------------------------- [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED SHARES OF PREFERRED STOCK ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 5): Name of Registered Holder(s): ---------------------------------------------------------------------------- Window Ticket Number (if any): ---------------------------------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ---------------------------------------------------------------------------- Name of Institution which executed the notice of Guaranteed Delivery: ---------------------------------------------------------------------------- IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER: ---------------------------------------------------------------------------- Name of Tendering Institution: ---------------------------------------------------------------------------- DTC Account Number: ---------------------------------- Transaction Code Number: ---------------------------------- 3 5 Ladies and Gentlemen: The undersigned hereby tenders to the Company the above described shares of Preferred Stock in exchange for 4.25 shares of Common Stock for each share of Preferred Stock validly tendered upon the terms and subject to the conditions set forth in the Offer to Exchange dated February 22, 2001 and in this Letter of Transmittal. Subject to and effective upon the acceptance for exchange of all or any portion of the shares of Preferred Stock tendered herewith in accordance with the terms and conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns, transfers and conveys to the order of the Company, all right, title and interest in and to such Preferred Stock as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Offer) with respect to the tendered Preferred Stock, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Offer to Exchange, to (i) deliver Certificates for Preferred Stock together with all accompanying evidence of transfer and authenticity to, or upon the order of the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the shares of Common Stock to be issued in exchange for the Preferred Stock, (ii) present Certificates for such Preferred Stock for transfer, and to transfer the Preferred Stock on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms and conditions of the Offer to Exchange. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, SELL, ASSIGN, TRANSFER AND CONVEY THE PREFERRED STOCK TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE SHARES OF PREFERRED STOCK TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE SALE, ASSIGNMENT, TRANSFER AND CONVEYANCE OF THE SHARES OF PREFERRED STOCK TENDERED HEREBY. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE OFFER TO EXCHANGE. The name(s) and address(es) of the registered holder(s) of the Preferred Stock tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Preferred Stock. The Certificate number(s) and the Preferred Stock that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered shares of Preferred Stock are not exchanged pursuant to the Offer for any reason, or if Certificates are submitted for more shares of Preferred Stock than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered shares of Preferred Stock will be returned (or, in the case of shares of Preferred Stock tendered by book-entry transfer, such shares of Preferred Stock will be credited to an account maintained at DTC) without expense to the tendering Holder, as soon as practicable following the withdrawal or rejection of tender or the expiration or termination of the Offer. The undersigned understands that tender of shares of Preferred Stock pursuant to any one of the procedures described in "The Exchange Offer -- Procedures for Tendering Preferred Stock" in the Offer to Exchange and in this Letter of Transmittal, and the Company's acceptance for exchange of such tendered shares of Preferred Stock, will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Exchange, the Company may not be required to accept for exchange any of the shares of Preferred Stock tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that any shares of Preferred Stock not tendered or accepted for exchange to be issued in the name(s) of the undersigned (or, in the case of shares of Preferred Stock tendered by book-entry transfer, by credit to the account at DTC), and that the shares of Common Stock to be issued in the Exchange be issued in the name of the undersigned. Similarly, unless otherwise indicated herein in the box entitled "Special Delivery Instructions," the undersigned hereby directs that any shares of Preferred Stock not tendered or not accepted for exchange and the shares of Common Stock to be issued in the Exchange be delivered to the undersigned at the address shown below the undersigned's signature(s). In the event that the "Special Issuance Instructions" box or the "Special Delivery Instructions" box is, or both are, 4 6 completed, the undersigned hereby requests that any shares of Preferred Stock not tendered or not accepted for exchange to be issued in the name(s) of, certificates for such shares of Preferred Stock to be delivered to, and the shares of Common Stock to be issued in the Exchange be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" box or "Special Delivery Instructions" box to transfer any shares of Preferred Stock from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the so tendered. Holders of Preferred Stock whose Preferred Stock is accepted for exchange will not receive accrued dividends on such Preferred Stock for any period from and after the exchange of such Preferred Stock pursuant to this Offer. Except as stated in the Offer to Exchange, this tender is irrevocable. SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 2, 5 AND 6) To be completed ONLY if certificates for shares of Preferred Stock not tendered or not accepted for exchange and/or the shares of Common Stock to be issued in the Exchange are to be issued in the name of someone other than the registered holder of the Preferred Stock whose name(s) appear(s) above, or if shares of Preferred Stock are to be returned by credit to an account maintained by DTC. Issue [ ] Common Stock issued in the Exchange and/or [ ] Preferred Stock not tendered to Name(s): --------------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ (PLEASE PRINT) Address: --------------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ (INCLUDE ZIP CODE) Area Code and Telephone Number: ------------------------------------------- Tax Identification or Social Security Number(s): -------------------------------------------------- Credit unaccepted Preferred Stock tendered by book-entry transfer to the following account at DTC: -------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 2, 5 AND 6) To be completed ONLY if certificates for shares of Preferred Stock not tendered or not accepted for exchange and/or the shares of Common Stock to be issued in the Exchange are to be sent to someone other than the registered holder of the Preferred Stock whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Mail [ ] Common Stock issued in the Exchange and/or [ ] Preferred Stock not tendered to Name(s): --------------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ (PLEASE PRINT) Address: --------------------------------------------------- ------------------------------------------------------------ ------------------------------------------------------------ (INCLUDE ZIP CODE) Area Code and Telephone Number: ------------------------------------------ Tax Identification or Social Security Number(s): ------------------------------------------------- 5 7 IMPORTANT ALL TENDERING HOLDERS PLEASE SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6) (NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Preferred Stock hereby tendered or on a security position listing or by person(s) authorized to become registered holder(s) by endorsements, stock powers and other documents transmitted herewith (including such opinions of counsel, certifications and other information as may be required by the Company for the Preferred Stock to comply with restrictions on transfer applicable to the Preferred Stock). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. X -------------------------------------------------------------------------------- X -------------------------------------------------------------------------------- SIGNATURE(S) OF HOLDERS(S) Dated: ------------------------, 2001 Name(s): -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (PLEASE PRINT) Capacity (full title): -------------------------------------------------------------------------------- Address: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone No.: -------------------------------------------------------------------------------- Tax Identification or Social Security No.: -------------------------------------------------------------------------------- GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 2 AND 5) FOR USE BY ELIGIBLE INSTITUTIONS ONLY, PLACE MEDALLION GUARANTEE IN SPACE BELOW Signature(s) Guaranteed by an eligible institution: Authorized Signature: -------------------------------------------------------------------------------- Name: -------------------------------------------------------------------------------- (PLEASE PRINT) Title: -------------------------------------------------------------------------------- Name of Firm: -------------------------------------------------------------------------------- Address: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone No.: -------------------------------------------------------------------------------- Dated: ------------------------, 2001 6 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES, GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a) Certificates are forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer -- Procedures for Tendering Preferred Stock" in the Offer to Exchange. Certificates for shares of Preferred Stock being tendered, or timely confirmation of a book-entry transfer of such Preferred Stock into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. Holders who wish to tender their Preferred Stock and (i) whose Preferred Stock is not immediately available or (ii) who cannot deliver their Preferred Stock, this Letter of Transmittal or any other required documents to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer prior to the Expiration Date may tender their Preferred Stock by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed Delivery Procedures" in the Offer to Exchange. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date; and (iii) the Certificates (or a confirmation of book-entry transfer of such Preferred Stock into the Exchange Agent's account at the Book-Entry Transfer Facility (as defined in the Offer to Exchange)) representing all tendered Preferred Stock, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date the Exchange Agent receives such Notice of Guaranteed Delivery, all as provided in "The Offer -- Guaranteed Delivery Procedures" in the Offer to Exchange. The Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile to the Exchange Agent and, if required, must include a guarantee by an Eligible Institution in the form set forth in such notice. See Instruction 2 below. As used herein and in the Offer to Exchange, "Eligible Institution" means a firm or other entity identified as an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a securities transfer association. THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee is required on the letter of transmittal if: (i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Preferred Stock) of Preferred Stock tendered herewith, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (ii) such Preferred Stock is tendered for the account of a firm that is an Eligible Institution. 7 9 In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Number of Shares of Preferred Stock" is inadequate, the Certificate number(s) and/or the number of shares of Preferred Stock and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If less than all the shares of Preferred Stock evidenced by any Certificate submitted are to be tendered, fill in the number of shares of Preferred Stock that are to be tendered in the box entitled "Number of Shares of Preferred Stock Tendered." In such case, the holder will receive new Certificate(s) for the remainder of the shares of Preferred Stock promptly after the Expiration Date. All shares of Preferred Stock represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein, tenders of Preferred Stock may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Offer to Exchange prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Preferred Stock to be withdrawn (the "Depositor"), (ii) identify the shares of Preferred Stock to be withdrawn (including the certificate number(s) and number of such shares, or, in the case of Preferred Stock transferred by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Preferred Stock was tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Preferred Stock register the transfer of such Preferred Stock into the name of the person withdrawing the tender, (iv) specify the name in which any such shares of Preferred Stock are to be registered, if different from that of the Depositor and (v) if applicable because the shares of Preferred Stock have been tendered pursuant to book-entry procedures, specify the name and number of the participant's account at DTC to be credited, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Preferred Stock so withdrawn will be deemed not to have been validly tendered for purposes of the Offer and the Common Stock will not be issued with respect thereto unless the shares of Preferred Stock so withdrawn are validly tendered. Properly withdrawn Preferred Stock may be retendered by following one of the procedures described in "The Exchange Offer -- Procedures for Tendering Preferred Stock" in the Offer to Exchange at any time prior to the Expiration Date. All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, in its sole discretion, whose determination shall be final and binding on all parties. The Company, any affiliates or assigns of the Company, the Exchange Agent, the Information Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any shares of Preferred Stock which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Offer. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the shares of Preferred Stock tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever. If any of the shares of Preferred Stock tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered shares of Preferred Stock are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates. 8 10 If this Letter of Transmittal or any Certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company, in its sole discretion, of their authority to so act must be submitted with this Letter of Transmittal. When this Letter of Transmittal is signed by the registered owner(s) of the shares of Preferred Stock listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate stock power(s) are required unless the shares of Common Stock to be issued in the Exchange are to be issued in the name of a person other than the registered holder(s). Signature(s) on such Certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares of Preferred Stock listed, the Certificates must be endorsed or accompanied by appropriate stock powers, signed by the registered owner(s) exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Company may require in accordance with the restrictions on transfer applicable to the Preferred Stock. Signatures on such Certificates or stock powers must be guaranteed by an Eligible Institution. If tendered shares of Preferred Stock are registered in the name of the signer of the Letter of Transmittal and the shares of Common Stock to be issued in the Exchange are to be issued (and any untendered shares of Preferred Stock are to be reissued) in the name of the registered holder (including any participant in The Depository Trust Company (also referred to as a book-entry facility) whose name appears on a security listing as the owner of shares of Preferred Stock), the signature of such signer need not be guaranteed. In any other case, the tendered shares of Preferred Stock must be endorsed or accompanied by written instruments of transfer in form satisfactory to the Company and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Except as set forth in this Instruction 6, the Company will pay all transfer taxes, if any, applicable to the exchange of the Preferred Stock pursuant to the Offer. If the shares of Common Stock to be issued in the Exchange are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if shares of Common Stock to be issued in the Exchange are to be issued are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Preferred Stock not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt), acceptance and withdrawal of tendered Preferred Stock, which determination shall be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or purchase for, may, in the view of counsel to the Company, be unlawful. The Company also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Offer set forth in the Offer to Exchange under "The Exchange Offer -- Conditions" or defects, irregularities or conditions of tender as to particular shares of Preferred Stock, whether or not similar conditions or irregularities are waived in the case of other holders. The Company's interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding on all parties. No tender of shares of Preferred Stock will be deemed to have been validly made until all irregularities with respect to such tender have been waived or cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of shares of Preferred Stock, neither the Company, any affiliate or assign of the Company or the Exchange Agent or Information Agent nor any person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification. Any shares of Preferred Stock received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders as soon as practicable following the Expiration Date. 9 11 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent or Information Agent at their addresses and telephone numbers set forth on the front of this Letter of Transmittal. Additional copies of the Offer to Exchange, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing Preferred Stock have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed by the Exchange Agent as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed. 10. SECURITY TRANSFER TAXES. Holders who tender their Preferred Stock for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, certificates representing the shares of Preferred Stock not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Preferred Stock in connection with the Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. 11. CONFLICTS. In the event of any conflict between the terms of the Offer to Exchange and the terms of this Letter of Transmittal, the terms of the Offer to Exchange will control. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. 10