Form of Letter of Transmittal

EX-99.1 10 dex991.htm FORM OF LETTER OF TRANSMITTAL Form of Letter of Transmittal

Exhibit 99.1

MasTec, Inc.

LETTER OF TRANSMITTAL

FOR THE

OFFER TO EXCHANGE

All outstanding 4.00% Senior Convertible Notes due 2014

For a Like Principal Amount of

New 4.00% Senior Convertible Notes due 2014

and an Exchange Fee

and

All outstanding 4.25% Senior Convertible Notes due 2014

For a Like Principal Amount of

New 4.25% Senior Convertible Notes due 2014

and an Exchange Fee

The exchange offer will expire at 5:00 p.m., New York City time, on December 22, 2010 unless the exchange offer is extended by, and in the sole discretion of, MasTec, Inc. (“MasTec” or the “Company”), in which case the term “Expiration Date” shall mean the latest date and time to which the exchange offer is extended.

Tenders of Original Notes (as defined below) may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date (as defined below).

By Facsimile:

By Registered or Certified Mail:

By Hand/Overnight Delivery

(651) 495 - 8158

Attn: Specialized Finance

U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance

(800) 934-6802

U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

1^st Floor - Bond Drop Window

St. Paul, Minnesota 55107

(800) 934-6802

Delivery of this letter of transmittal to an address, or transmission via telegram, telex or facsimile, other than to the exchange agent as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend the use of registered mail with return receipt requested, properly insured. You should read the instructions accompanying this letter of transmittal carefully before you complete this letter of transmittal.

The undersigned acknowledges that he, she or it has received the preliminary prospectus dated November 24, 2010 (as the same may be amended or supplemented from time to time, the “prospectus”) of MasTec, Inc. and this letter of transmittal and the instructions hereto, which together constitute the Company’s offer to exchange (i) up to $115,000,000 aggregate principal amount of MasTec’s outstanding 4.00% Senior Convertible Notes due 2014, or the “Original 4.00% Notes,” for a like principal amount of 4.00% Senior Convertible Notes due 2014, or the “New 4.00% Notes,” plus an exchange fee of $2.50 per $1,000 in principal amount of Original 4.00% Notes validly tendered and accepted in the exchange offer and (ii) up to $100,000,000 aggregate principal amount of MasTec’s outstanding 4.25% Senior Convertible Notes due 2014, or the “Original 4.25% Notes,” for a like principal amount of 4.25% Senior Convertible Notes due 2014, or the “New 4.25% Notes,” plus an exchange fee of $2.50 per $1,000 in principal amount of Original 4.25% Notes validly tendered and accepted in the exchange offer. The Original 4.00% Notes and the Original 4.25% Notes are collectively referred to as the “Original Notes,” and the New 4.00% Notes and the New 4.25% Notes are collectively referred to as the “New Notes.” The Original 4.00% Notes have CUSIP number 576323AG4 and the Original 4.25% Notes have CUSIP number 576323AH2 (Restricted) and 576323AJ8 (Unrestricted).

Capitalized terms used but not defined herein have the respective meanings given to them in the prospectus.

This letter of transmittal is to be used if (1) certificates representing Original Notes are to be physically delivered to the exchange agent by Holders (as defined below) or (2) tender of the Original Notes is to be made by Holders according to the guaranteed delivery procedures set forth in the prospectus under “Exchange Offer — Guaranteed Delivery Procedures.” Delivery of this letter of transmittal and all other required documents must be made to the exchange agent.

Delivery of documents to The Depository Trust Company (“DTC”) does not constitute delivery to the exchange agent.

The term “Holder” as used herein means any person in whose name Original Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

Any Holder of Original Notes who wishes to tender his, her or its Original Notes must, prior to the Expiration Date, either: (a) complete, sign and deliver this letter of transmittal, or a facsimile thereof, to the exchange agent in person or to the address or facsimile number set forth above and tender (and not withdraw) his, her or its Original Notes, or (b) if a tender of Original Notes is to be made by book-entry transfer to the account maintained by the exchange agent at DTC, confirm such book-entry transfer, including the delivery of an agent’s message (a “Book-Entry Confirmation”), in each case in accordance with the procedures for tendering described in the instructions to this letter of transmittal.

Holders of Original 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 of transmittal to be delivered to the exchange agent on or prior to the Expiration Date must tender their Original Notes according to the guaranteed delivery procedures set forth under the caption “Exchange Offer — Guaranteed Delivery Procedures” in the prospectus. (See Instruction 2.)

Upon the terms and subject to the conditions of the exchange offer and payment of the exchange fee, the acceptance for exchange of the Original Notes validly tendered and not withdrawn and the issuance of the New Notes will be made as soon as practicable following the Expiration Date. For the purposes of the exchange offer, the Company shall be deemed to have accepted for exchange validly tendered Original Notes when, as and if the Company has given oral or written notice thereof to the exchange agent with written confirmation of any oral notice to be given promptly after giving such notice.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Please read this entire letter of transmittal and the prospectus carefully before checking any box below. The instructions included in this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent. (See Instruction 11.)

Holders who wish to accept the exchange offer and tender their Original Notes must complete this letter of transmittal in its entirety and comply with all of its terms.

Interest on the New Notes will accrue from the last interest payment date on which interest was paid on the Original Notes. Holders whose Original Notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the Original Notes.

Please list below the Original Notes (specifying whether such Original Notes are Original 4.00% Notes or Original 4.25% Notes) to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $1,000 in principal amount. All other tenders must be in integral multiples of $1,000.

DESCRIPTION OF ORIGINAL NOTES

Name(s) and Address(es)

of Holder(s)

(please fill in, if blank)

Type of Security

Tendered

Certificate

Number(s)

(attach signed list, if necessary)

Aggregate Principal
Amount tendered

Total principal amount of Original 4.00% Notes tendered: $

Total principal amount of Original 4.25% Notes tendered: $

Check here if tendered Original Notes 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:

Transaction code no.:

Holders who wish to tender their Original Notes and (i) whose Original Notes are not immediately available, or (ii) who cannot deliver their Original Notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or cannot complete the procedure for book–entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption “Exchange Offer — Guaranteed Delivery Procedures.”

Check here if tendered Original Notes are being delivered pursuant to a notice of guaranteed delivery previously delivered to the exchange agent, and complete the following:

Name(s) of holder(s) of Original Notes:

Window ticket no. (if any):

Date of execution of notice of guaranteed delivery:

DTC book-entry account:

If delivered by book-entry transfer:

Name of tendering institution:

Transaction code no.:

Ladies and Gentlemen:

The undersigned hereby tenders to the Company the principal amount of Original Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Original Notes tendered hereby in accordance with this letter of transmittal and the accompanying instructions, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Original Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as agent of the Company and as trustee under the indenture for the Original Notes and the New Notes) with respect to the tendered Original Notes with full power of substitution to (i) deliver certificates for such Original Notes to the Company, or transfer ownership of such Original Notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (ii) present such Original Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original 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, she or it has full power and authority to tender, exchange, sell, assign and transfer the Original Notes tendered hereby and to acquire the New Notes issuable upon the exchange of the Original Notes, 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 acquired by the Company.

The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes tendered hereby or transfer of ownership of such Original Notes on the account books maintained by a book-entry transfer facility.

The undersigned understands and agrees that the Company reserves the right not to accept tendered Original Notes from any tendering Holder if in the Company’s reasonable judgment or its counsel’s judgment, that such acceptance might be unlawful. The undersigned also understands and acknowledges that the Company reserves the right, as set forth in the prospectus under the caption “Exchange Offer — Expiration Date; Extension; Amendments,” to terminate the exchange offer.

For purposes of the exchange offer, the Company shall be deemed to have accepted validly tendered Original Notes when, as and if the Company has given oral or written notice thereof to the exchange agent with written confirmation of any oral notice to be given promptly after giving such notice. If any tendered Original Notes are not accepted for exchange pursuant to the exchange offer for any reason, such unaccepted or non–exchanged Original Notes will be returned to the address shown below or to a different address as may be indicated herein under “Special Delivery Instructions,” without expense to the tendering Holder thereof, (or, in the case of tender by book–entry transfer into the exchange agent’s account at the book–entry transfer facility pursuant to the book-entry transfer procedures described in the prospectus under the caption “Exchange Offer — Procedures For Tendering,” such non-exchanged Original Notes will be credited to an account maintained with such book–entry transfer facility) as promptly as practicable after the expiration or termination of the exchange offer.

The undersigned understands that tenders of Original Notes pursuant to the procedures described under the caption “Exchange Offer — Procedures for Tendering” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the exchange offer. The undersigned also agrees that acceptance of any tendered Original Notes by the Company and the issuance of New Notes and payment of the exchange fee in exchange therefor shall constitute performance in full by the Company of its obligations under the exchange offer and that, upon the issuance of the New Notes and payment of the exchange fee, the Company will have no further obligations or liabilities under the Original Notes or the exchange offer. Without limiting the foregoing, the undersigned agrees and understands that holders whose Original Notes are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the Original Notes.

All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation under this letter of transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the prospectus and in this letter of transmittal.

Unless otherwise indicated under “Special Registration Instructions” or “Special Delivery Instructions,” the New Notes and the exchange fee will be credited to the DTC account number specified on page 3. If you complete the information required under either “Special Registration Instructions” or “Special Delivery Instructions,” the undersigned hereby understands and acknowledges that any Original Notes tendered but not accepted in the exchange offer will be issued in the name(s), and delivered by book-entry transfer to the DTC account number(s), indicated so indicated. However, the undersigned understands and acknowledges that MasTec has no obligation pursuant to such “Special Registration Instructions” or “Special Delivery Instructions” to transfer any Original Notes from the name(s) of the registered holders thereof to the person indicated in such box, if MasTec does not accept any Original Notes so tendered. The undersigned acknowledges and agrees that MasTec and the exchange agent may, in appropriate circumstances, defer effecting transfer of Original Notes, and may retain such Original Notes, until satisfactory evidence of payment of transfer taxes payable on account of such transfer by the undersigned, or exemption therefrom, is received by the exchange agent.

Holders who wish to tender the Original Notes and (1) whose Original Notes are not immediately available or (2) who cannot deliver their Original Notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the expiration date may tender their Original Notes according to the guaranteed delivery procedures set forth in the prospectus under the caption “Exchange Offer — Guaranteed Delivery Procedures.” (See Instruction 2.)

PLEASE SIGN HERE WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE

GUARANTEED DELIVERY PROCEDURES.

(To be completed by all tendering Holders of Original Notes regardless of whether

Original Notes are being physically delivered herewith)

This letter of transmittal must be signed by the registered Holder(s) of Original Notes exactly as its (their) name(s) appear(s) on certificate(s) of Original Notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on its security position listing it as the owner of Original Notes, or by the person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If the Original Notes to which this letter of transmittal relates are held of record by two or more joint Holders, then all such Holders must sign this letter of transmittal. 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, then such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. (See Instruction 6.) If the signature appearing below is not that of the registered Holder(s) of the Original Notes, then the registered Holder(s) must complete and sign a valid bond power. (See Instruction 6.)


___________________________________________________				Date: ______________________________________________

___________________________________________________				Date: ______________________________________________
Signature(s) of Holder(s) or Authorized Signatory

Name(s): ___________________________________________				Address: ___________________________________________

___________________________________________________				___________________________________________________
(please print)				(including zip code)

Capacity(ies): _______________________________________				Area code and telephone no.: ___________________________

Employer Identification or Social Security Number(s):

___________________________________________________

PLEASE COMPLETE FORM W-9 OR THE APPROPRIATE VERSION OF FORM W-8 ATTACHED HERETO.

You should use Form W-9 if you are a United States person, namely, (i) a citizen or resident of the United States, (ii) a corporation or partnership (or limited liability company or other entity treated as a partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any State thereof (including the District of Columbia), (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) the trust was in existence on August 20, 1996 and properly elected to continue to be treated as a United States person.

You should use a Form W-8 if you are an individual, corporation, partnership, estate or trust; and you are not a United States person. There are multiple versions of Form W-8, including W-8BEN (for a foreign beneficial owner not required to use any of the other Forms W-8), Form W-8ECI (for a foreign beneficial owner whose income is effectively connected with the conduct of trade or business in the United States), W-8IMY (for a foreign intermediary, foreign flow-through entity or certain U.S. branches) and Form W-8EXP (for foreign governments and certain other foreign organizations). If you are not a United States person, you should use the version of Form W-8 applicable to you.

Copies of Form W-9, of the different versions of Form W-8 and of the instructions for the respective instructions

thereto are attached.

[SIGNATURE GUARANTEE IS CONTAINED ON NEXT PAGE (SEE INSTRUCTION 1)]

SIGNATURE GUARANTEE

(See Instruction 1)

Certain signatures must be guaranteed by an Eligible Institution

(Name of Eligible Institution guaranteeing signatures)

(Address (including zip code) and telephone number (including area code) of firm)

(Authorized signatures)

(Printed Names)

(Titles)

(Date)

SPECIAL REGISTRATION

INSTRUCTIONS

(See Instruction 7)

To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or the New Notes issued and exchange fee payable pursuant to the exchange offer are to be issued and paid, respectively, to the order of someone other than the person or persons whose signature(s) appear(s) on this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Original Notes” on this letter of transmittal, or if Original Notes tendered by book-entry transfer that are not accepted for exchange are to be credited to an account maintained at DTC other than the account indicated above.

Name:

(please print)

DTC Account #

(please print)

Address:

(please print)

__________________________________________________________________________________________________

(zip code)

Employer Identification or Social Security Number:

SPECIAL DELIVERY

INSTRUCTIONS

(See Instruction 7)

To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted for exchange are to be sent to, or the New Notes issued and exchange fee payable pursuant to the exchange offer are to be sent and paid, respectively, to someone other than, the person or persons whose signature(s) appear(s) within this letter of transmittal, or to an address different from that shown in the box entitled “Description of Original Notes” within this letter of transmittal, or to be credited to an account maintained at DTC, other than the account indicated above.

Name:

(please print)

DTC Account #

(please print)

Address:

(please print)

__________________________________________________________________________________________________

(zip code)

Employer Identification or Social Security Number:

INSTRUCTIONS

Forming part of the terms and conditions

of the exchange offer

1. Guarantee of Signatures. Signatures on this letter of transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, (an “Eligible Institution”) unless the Original Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of Original Notes) who has not completed the box set forth herein entitled “Special Registration Instructions” or “Special Delivery Instructions” of this letter of transmittal or (ii) for the account of an Eligible Institution.

2. Delivery of this Letter of Transmittal and Original Notes. Certificates for physically tendered Original Notes (or a confirmation of a book-entry transfer to the exchange agent at DTC of all Original Notes tendered electronically), as well as, in the case of physical delivery of Original Notes, a properly completed and duly executed copy of this letter of transmittal or facsimile hereof 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. The method of delivery of the tendered Original Notes, this letter of transmittal and all other required documents, or book-entry transfer and transmission of an Agent’s Message (as defined below) by a DTC participant, to the exchange agent are at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or Original Notes should be sent to the Company or DTC.

The exchange agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the exchange offer promptly after receipt of the prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of Original Notes by causing DTC to transfer such Original Notes into the exchange agent’s account at DTC in accordance with the relevant entity’s procedures for transfer. Although delivery of Original Notes may be effected through book-entry transfer at DTC, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address specified on the cover page of the letter of transmittal on or prior to the Expiration Date, or the guaranteed delivery procedures described below must be complied with.

A Holder may tender Original Notes that are held through DTC by transmitting its acceptance through DTC’s Automated Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the exchange agent for its acceptance. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the Original Notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and the Company may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth on page 4 of this letter of transmittal are true and correct.

Holders who wish to tender their Original Notes and (i) whose Original Notes are not immediately available or (ii) who cannot deliver their Original Notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their Original Notes and follow the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined above) or pursuant to the DTC standard operating procedures; (ii) 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 facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the Original Notes, the certificate number or numbers of such Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three (3) New York Stock Exchange trading days after the Expiration Date, this letter of transmittal (or copy thereof) together with the certificate(s) representing the Original Notes (or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC) and any of the required documents will be deposited by the Eligible Institution with the exchange agent; and (iii) such properly completed and executed letter of transmittal (or copy thereof), as well as all other documents required by this letter of transmittal and the certificate(s)

representing all tendered Original Notes in proper form for transfer or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC, must be received by the exchange agent within three (3) New York Stock Exchange trading days after the Expiration Date, all as provided in the prospectus under the caption “Exchange Offer — Guaranteed Delivery Procedures.” Any Holder of Original Notes who wishes to tender his Original Notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request to the exchange agent, a notice of guaranteed delivery will be sent to Holders who wish to tender their Original Notes according to the guaranteed delivery procedures set forth above.

The Company will determine in its sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered Original Notes. The Company’s determination will be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in the Company’s reasonable judgment or its counsel’s judgment, be unlawful. The company also reserves the absolute right to waive any defects or irregularities in the tender of Original Notes either before or after the Expiration Date. The Company’s interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification. Tenders of Original Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Original Notes 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, unless otherwise provided in this letter of transmittal, promptly following the Expiration Date.

3. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or the number of the Original Notes should be listed on a separate signed schedule attached hereto.

4. Tender by Holder. Except in limited circumstances, only a registered Holder of Original Notes or a DTC participant listed on a securities position listing furnished by DTC with respect to the Original Notes may tender its Original Notes in the exchange offer. Any beneficial owner of Original Notes who is not the registered Holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this letter of transmittal on such beneficial owner’s behalf or must, prior to completing and executing this letter of transmittal and delivering his, her or its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such Original Notes.

5. Partial Tenders; Withdrawals. Tenders of Original Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Original Notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the chart entitled “Description of Original Notes.” The entire principal amount of Original Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Original Notes is not tendered, Original Notes for the principal amount of Original Notes not tendered or paid, as applicable, and a certificate or certificates representing New Notes issued plus the applicable exchange fee payable in exchange of any Original Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this letter of transmittal or unless tender is made through DTC promptly after the Original Notes are accepted for exchange.

Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of Original Notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must: (1) specify the name of the person having deposited the Original Notes to be withdrawn (the “Depositor”); (2) identify the Original Notes to be withdrawn (including the certificate number or numbers and principal amount of such Original Notes, or, in the case of Original Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited); (3) be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the registrar with respect to the Original Notes register the transfer of such Original Notes into the name of the person withdrawing the tender; and (4) specify the name in which any such Original Notes are to be registered, 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 Original Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no New Notes will be issued and no exchange fee paid with respect thereto unless the Original Notes so withdrawn are validly re-tendered. Any Original Notes which have been tendered but which are not accepted for exchange by the Company 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 exchange offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described in the prospectus under “Exchange Offer — Procedures for Tendering” at any time prior to the Expiration Date.

6. Signatures on the Letter of Transmittal; Bond Powers and Endorsements. If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) of the Original Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Original Notes without alteration, enlargement or any change whatsoever.

If any of the Original Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If a number of Original Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this letter of transmittal as there are different registrations of Original Notes.

If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on the security listing as the owner of the Original Notes) of Original Notes tendered and the certificate(s) for New Notes issued in exchange therefor is to be issued (or any untendered principal amount of Original Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered unregistered note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Original Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

If this letter of transmittal (or a copy hereof) is signed by a person other than the registered Holder(s) of Original Notes listed therein, such Original Notes must be endorsed or accompanied by properly completed bond powers which authorize such person to tender the Original Notes on behalf of the registered Holder, in either case signed as the name of the registered Holder or Holders appears on the Original Notes.

If this letter of transmittal (or a copy hereof) or any Original Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or 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, evidence satisfactory to the Company of their authority to so act must be submitted with this letter of transmittal.

Endorsements on Original Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

7. Special Registration and Delivery Instructions. Tendering Holders should indicate, in the applicable spaces, the name and address to which New Notes and the exchange fee or substitute Original Notes for principal amounts not tendered or not accepted for exchange are to be paid, issued or sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the Original Notes through DTC, if different from the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

8. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes pursuant to the exchange offer. If, however, certificates representing New Notes or Original Notes for principal amounts not tendered or accepted for exchange 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 Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes pursuant to the exchange offer, then the amount of any such transfer taxes (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.

Except as provided in this Instruction 8, it will not be necessary for transfer tax stamps to be affixed to the Original Notes listed in this letter of transmittal.

9. Waiver of Conditions. The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the exchange offer as described in the prospectus under “Exchange Offer — Conditions to the Exchange Offer.”

10. Mutilated, Lost, Stolen or Destroyed Original Notes. Any tendering Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated herein for further instruction.

11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the prospectus or this letter of transmittal may be directed to the exchange agent at the address specified in the prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

(DO NOT WRITE IN SPACE BELOW)


Certificate surrendered	Original Notes tendered	Original Notes accepted

Delivery Prepared by:__________________	Checked by:________________________	Date:______________________________

The exchange agent for the exchange offer is: U.S. Bank National Association

By Facsimile:

By Registered or Certified Mail:

By Hand/Overnight Delivery

(651) 495 - 8158

Attn: Specialized Finance

U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance

U.S. Bank National Association

Corporate Trust Services

60 Livingston Avenue

1^st Floor - Bond Drop Window

St. Paul, Minnesota 55107

For any questions regarding this letter of transmittal or for additional information, you may contact the exchange agent by telephone at (800) 934-6802.

All Original Notes must be tendered by book-entry transfer in accordance with the standard operating procedures of DTC. Holders who wish to be eligible to receive New Notes and the exchange fee for their Original Notes pursuant to the exchange offer must validly tender (and not withdraw) their Original Notes to DTC prior to the Expiration Date or provide notice of guaranteed delivery to the exchange agent as described herein.