exv4w8











    Exhibit 4.8




    NII CAPITAL CORP.




    Offer to Exchange



 



    8.875% SENIOR NOTES DUE
    2019




    that have been registered under
    the Securities Act of 1933




    for any and all




    8.875% SENIOR NOTES DUE
    2019



 


 






    The Exchange Offer will expire
    at 5:00 p.m., New York City time,
    on          ,
    2010, unless sooner terminated or extended (the “Expiration
    Date”). Outstanding notes tendered in the Exchange Offer
    may be withdrawn at any time prior to 5:00 p.m., New York
    City time, on the Expiration Date, but not thereafter.





 


 


 



    If you wish to accept the Exchange Offer, this letter of
    transmittal must be completed, signed and delivered to the
    Exchange Agent:




    Wilmington
    Trust Company



 



    By Overnight Delivery, Courier or Mail




    (overnight delivery or courier recommended;




    if by mail, registered or certified mail
    recommended):




    Wilmington Trust Company




    Rodney Square North




    1100 N. Market St.




    Wilmington, DE
    19890-1615




    Attn: Sam Hamed



 




    Registered
    or Certified Mail:

    Wilmington
    Trust Company

    Rodney Square North

    1100 N. Market St.

    Wilmington, DE
    19890-1615

    Attn: Sam Hamed
    



 




    By
    Facsimile Transmission (eligible institutions only):

    (302) 636-4139

    Attn: Exchanges
    



 




    Telephone
    Inquiries:

    (302) 636-6470
    



 



    Delivery of this instrument to an address other than as set
    forth above or transmission via facsimile to a number other than
    the one listed above will not constitute a valid delivery. The
    instructions accompanying this letter of transmittal should be
    read carefully before the letter of transmittal is completed.
    Receipt of incomplete, inaccurate or defective letters of
    transmittal will not constitute valid delivery. We may waive
    defects and irregularities with respect to your tender of 8.875%
    Old Notes (defined below), but we are not required to do so and
    may not do so.



 



    The undersigned is a holder of the unregistered, issued and
    outstanding 8.875% Senior Notes due 2019 (the “8.875% Old
    Notes”) issued by NII Capital Corp. (the
    “Issuer”) under that certain indenture dated as of
    December 15, 2009 (as supplemented, amended and modified,
    the “8.875% Indenture”), between Issuer and the
    guarantors party thereto and Wilmington Trust Company, as
    trustee.



 



    The undersigned hereby acknowledges receipt and review of the
    prospectus
    dated          ,
    2010 (the “Prospectus”), of the Issuer and this letter
    of transmittal. These two documents together constitute the
    offer by the Issuer to exchange its 8.875% Senior Notes due 2019
    (the “8.875% Exchange Notes”), the issuance of which
    has been registered under the Securities Act of 1933, as amended
    (the “Securities Act”), for a like principal amount of
    the Issuer’s 8.875% Old Notes. The offer to exchange the
    8.875% Exchange Notes for the 8.875% Old Notes is referred to as
    the “Exchange Offer.”



 



    Capitalized terms used herein and not defined herein shall have
    the meaning ascribed to them in the Prospectus.














 






 



    The Issuer reserves the right, at any time or from time to time,
    to extend the period of time during which the Exchange Offer for
    the 8.875% Old Notes is open, at its discretion, in which event
    the term “Expiration Date” shall mean the latest date
    to which the Exchange Offer is extended. The Issuer shall notify
    Wilmington Trust Company, N.A. (the “Exchange
    Agent”) of any extension by oral or written notice and
    shall make a public announcement thereof no later than
    9:00 a.m., New York City time, on the next business day
    after the previously scheduled Expiration Date.



 



    This letter of transmittal is to be used by a holder of 8.875%
    Old Notes if:



 


			
	 	    • 
	
    certificates representing 8.875% Old Notes are to be physically
    delivered herewith, or

	 
	 	    • 
	
    delivery of 8.875% Old Notes is to be made by book-entry
    transfer to the account maintained by the Exchange Agent at The
    Depository Trust Company (“DTC”) pursuant to the
    procedures set forth in the Prospectus under the caption
    “The Exchange Offer — Procedures for Tendering
    Old Notes — Book Entry Delivery Procedures” and
    an “agent’s message” is not delivered or being
    transmitted through ATOP (defined below) as described in the
    Prospectus under the caption “The Exchange
    Offer — Procedures for Tendering Old Notes —
    Tender of Old Notes Held Through DTC.”




 



    Tenders by book-entry transfer may also be made by delivering an
    agent’s message in lieu of this letter of transmittal
    pursuant to DTC’s Automated Tender Offer Program
    (“ATOP”). See procedures set forth in the Prospectus
    under the caption “The Exchange Offer —
    Procedures for Tendering Old Notes — Tender of Old
    Notes Held Through DTC.” The undersigned should allow
    sufficient time for completion of the ATOP procedure with DTC if
    used for tendering their 8.875% Old Notes on or prior to the
    Expiration Date. Holders of 8.875% Old Notes whose 8.875% Old
    Notes are not immediately available, or who are unable to
    physically deliver their 8.875% Old Notes, this letter of
    transmittal and all other documents required hereby to the
    Exchange Agent or to comply with the applicable procedures under
    DTC’s ATOP on or prior to the Expiration Date, must tender
    their 8.875% Old Notes according to the guaranteed delivery
    procedures set forth in the Prospectus under the caption
    “The Exchange Offer — Procedures for Tendering
    Old Notes — Guaranteed Delivery.” See
    Instruction 2 of this letter of transmittal. Delivery of
    documents to DTC does not constitute delivery to the Exchange
    Agent.



 



    The term “holder” with respect to the Exchange Offer
    for 8.875% Old Notes means any person in whose name such 8.875%
    Old Notes are registered on the books of the registrar for the
    8.875% Old Notes, any person who holds such 8.875% Old Notes and
    has obtained a properly completed bond power from the registered
    holder or any participant in the DTC system whose name appears
    on a security position listing as the holder of such 8.875% Old
    Notes and who desires to deliver such 8.875% Old Notes by
    book-entry transfer at DTC. 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. Holders who wish to tender their 8.875% Old
    Notes must complete this letter of transmittal in its entirety
    (unless such 8.875% Old Notes are to be tendered by book-entry
    transfer and an agent’s message is delivered in lieu hereof
    pursuant to DTC’s ATOP).



 



    Please read the entire letter of transmittal and the
    Prospectus carefully before checking any box below. The
    instructions included with this letter of transmittal must be
    followed. Questions and requests for assistance or for
    additional copies of the Prospectus and this letter of
    transmittal may be directed to the Exchange Agent.



 



    List below the 8.875% Old Notes tendered under this letter of
    transmittal. If the space below is inadequate, list the
    registered numbers and principal amounts on a separate signed
    schedule and affix the list to this letter of transmittal.



 


	 	 	 	 	 	 	 	 	 	 
	
    DESCRIPTION OF 8.875% OLD NOTES
    TENDERED

	
 
	
 
	
 
	
    8.875% Old Note(s) Tendered

	
    Name(s) and Address(es) of the DTC Participant(s) or

    
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Registered Holder(s) Exactly as Name(s)

    
	
 
	
 
	
 
	
 
	
 
	
    Aggregate Principal

    
	
 
	
 
	
 

	
    Appear(s) on Certificates Representing Outstanding Notes

    
	
 
	
 
	
    Registered Certificate

    
	
 
	
 
	
    Amount Represented

    
	
 
	
 
	
    Principal Amount

    

	
    (Please Fill In, If Blank)
	
 
	
 
	
    Number(s)*
	
 
	
 
	
    by Note(s)
	
 
	
 
	
    Tendered**

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Total


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 


			
	
    * 		
    Need not be completed by book-entry holders.
	
    ** 		
    Unless otherwise indicated, any tendering holder of 8.875% Old
    Notes will be deemed to have tendered the entire aggregate
    principal amount represented by such 8.875% Old Notes. All
    tenders must be in minimum denominations of $2,000 or an
    integral multiple of $1,000 in excess thereof.





    

    2








 






 




		
	    o 
	    CHECK HERE IF TENDERED 8.875% OLD NOTES ARE ENCLOSED
    HEREWITH.

	 
	    o 
	    CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED 8.875% OLD
    NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
    THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC (FOR USE
    BY ELIGIBLE INSTITUTIONS ONLY):




 




			
	 	    Name of Tendering Institution: 
	
    





 




			
	 	    DTC Account Number(s): 
	
    





 




			
	 	    Transaction Code Number(s): 
	
    





 




		
	    o 	
    CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED 8.875% OLD
    NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY
    DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR USE BY
    ELIGIBLE INSTITUTIONS ONLY):




 




			
	 	    Name(s) of Registered Holder(s) of 8.875% Old Notes: 
	
    





 




			
	 	    Date of Execution of Notice of Guaranteed Delivery: 
	
    





 




			
	 	    Window Ticket Number (if available): 
	
    





 




			
	 	    Name of Eligible Institution that Guaranteed Delivery: 
	
    





 




			
	 	    DTC Account Number(s) (if delivered by book-entry
    transfer): 
	
    





 




			
	 	    Transaction Code Number(s) (if delivered by book-entry
    transfer): 
	
    





 




			
	 	    Name of Tendering Institution (if delivered by book-entry
    transfer): 
	
    





 




		
	    o 	
    CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER
    AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
    10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:




 


			
	 	    Name: 
	
    





 




			
	 	    Address: 
	
    





 




			
	 	    Telephone/Facsimile No. for Notices: 
	
    







    

    3








 









 




    SIGNATURES
    MUST BE PROVIDED BELOW

    PLEASE READ THE ACCOMPANYING
    INSTRUCTIONS CAREFULLY



 



    Ladies and Gentlemen:



 



    Subject to the terms and conditions of the Exchange Offer, the
    undersigned hereby tenders to the Issuer for exchange the
    principal amount of 8.875% Old Notes indicated above. Subject to
    and effective upon the acceptance for exchange of the principal
    amount of 8.875% Old Notes tendered in accordance with this
    letter of transmittal, the undersigned hereby exchanges, assigns
    and transfers to, or upon the order of, the Issuer all right,
    title and interest in and to such 8.875% Old Notes tendered for
    exchange hereby. The undersigned hereby irrevocably constitutes
    and appoints the Exchange Agent the true and lawful agent and
    attorney-in-fact for the undersigned (with full knowledge that
    said Exchange Agent also acts as the agent for the Issuer in
    connection with the Exchange Offer) with respect to the tendered
    8.875% Old Notes with full power of substitution to:



 


			
	 	    • 
	
    deliver such 8.875% Old Notes, or transfer ownership of such
    8.875% Old Notes on the account books maintained by DTC, to the
    Issuer, as applicable, and deliver all accompanying evidences of
    transfer and authenticity, and

	 
	 	    • 
	
    present such 8.875% Old Notes for transfer on the books of the
    Issuer and receive all benefits and otherwise exercise all
    rights of beneficial ownership of such 8.875% Old Notes, all in
    accordance with the terms of the Exchange Offer.




 



    The power of attorney granted in this paragraph shall be deemed
    to be irrevocable and coupled with an interest.



 



    The undersigned hereby represents and warrants that the
    undersigned has full power and authority to tender, exchange,
    assign and transfer the 8.875% Old Notes tendered hereby and to
    acquire the 8.875% Exchange Notes issuable upon the exchange of
    such tendered 8.875% Old Notes, and that the Issuer will acquire
    good and unencumbered title thereto, free and clear of all
    liens, restrictions, charges and encumbrances and not subject to
    any adverse claim or right, when the same are accepted for
    exchange by the Issuer.



 



    The undersigned acknowledges that the Exchange Offer is being
    made in reliance upon interpretations set forth in no-action
    letters issued to third parties by the staff of the Securities
    and Exchange Commission (the “SEC”), including
    Exxon Capital Holdings Corporation (available
    May 13, 1988), Morgan Stanley & Co.
    Incorporated (available June 5, 1991), Mary Kay
    Cosmetics, Inc. (available June 5, 1991),
    Shearman & Sterling (available July 2,
    1993) and similar no-action letters (the “Prior
    No-Action Letters”), that the 8.875% Exchange Notes issued
    in exchange for the 8.875% Old Notes pursuant to the Exchange
    Offer may be offered for resale, resold and otherwise
    transferred by holders thereof (other than any holder that is a
    broker-dealer who purchased 8.875% Old Notes directly from the
    Issuer for resale and any holder that is an
    “affiliate” of the Issuer or any Guarantor within the
    meaning of Rule 405 under the Securities Act), without
    compliance with the registration and prospectus delivery
    provisions of the Securities Act (except for prospectus delivery
    obligations applicable to certain broker-dealers),
    provided that such 8.875% Exchange Notes are acquired in
    the ordinary course of such holders’ business and such
    holders are not engaged in, and do not intend to engage in, and
    have no arrangement or understanding with any person to
    participate in, a distribution of such 8.875% Exchange Notes.
    The SEC has not, however, considered the Exchange Offer in the
    context of a no-action letter, and there can be no assurance
    that the staff of the SEC would make a similar determination
    with respect to the Exchange Offer as it has in other
    circumstances.



 



    The undersigned hereby further represents to the Issuer and the
    Guarantors that (i) any 8.875% Exchange Notes received are
    being acquired in the ordinary course of business of the person
    receiving such 8.875% Exchange Notes, whether or not the
    undersigned, (ii) neither the undersigned nor any such
    other person has an arrangement or understanding with any person
    to participate in the distribution of the 8.875% Old Notes or
    the 8.875% Exchange Notes within the meaning of the Securities
    Act and (iii) neither the holder nor any such other person
    is an “affiliate,” as defined in Rule 405 under
    the Securities Act, of the Issuer, or if it is such an
    affiliate, it will comply with the registration and prospectus
    delivery requirements of the Securities Act to the extent
    applicable.



 



    If the undersigned is not a broker-dealer, the undersigned
    represents that it is not engaged in, and does not intend to
    engage in, a distribution of 8.875% Exchange Notes. If the
    undersigned is a broker-dealer, the undersigned represents that
    it will receive 8.875% Exchange Notes in exchange for 8.875% Old
    Notes that were acquired for its own account as a result of
    market-making activities or other trading activities, and it
    acknowledges that it will deliver a prospectus in connection
    with any resale of such 8.875% Exchange Notes; however, by so
    acknowledging






    

    4








 







    and by delivering a prospectus, the undersigned will not be
    deemed to admit that it is an “underwriter” within the
    meaning of the Securities Act. If the undersigned is a
    broker-dealer, the undersigned represents that it did not
    purchase the 8.875% Old Notes to be exchanged for the 8.875%
    Exchange Notes from the Issuer. Additionally, the undersigned
    represents that it is not acting on behalf of any person who
    could not truthfully and completely make the foregoing
    representations and the representations in the immediately
    preceding paragraph.



 



    The undersigned acknowledges that if the undersigned is
    tendering 8.875% Old Notes in the Exchange Offer with the
    intention of participating in any manner in a distribution of
    the 8.875% Exchange Notes:



 


			
	 	    • 
	
    the undersigned cannot rely on the position of the staff of the
    SEC set forth in the Prior No-Action Letters and, in the absence
    of an exemption therefrom, must comply with the registration and
    prospectus delivery requirements of the Securities Act in
    connection with a secondary resale transaction of the 8.875%
    Exchange Notes, in which case the registration statement must
    contain the selling security holder information required by
    Item 507 or Item 508, as applicable, of
    Regulation S-K
    under the Securities Act, and

	 
	 	    • 
	
    failure to comply with such requirements in such instance could
    result in the undersigned incurring liability for which the
    undersigned is not indemnified by the Issuer.




 



    The undersigned will, upon request, execute and deliver any
    additional documents deemed by the Exchange Agent or the Issuer
    to be necessary or desirable to complete the exchange,
    assignment and transfer of the 8.875% Old Notes tendered hereby,
    including the transfer of such 8.875% Old Notes on the account
    books maintained by DTC.



 



    For purposes of the Exchange Offer, the Issuer shall be deemed
    to have accepted for exchange validly tendered 8.875% Old Notes
    when, as and if the Issuer gives oral or written notice thereof
    to the Exchange Agent. Any tendered 8.875% Old Notes that are
    not accepted for exchange pursuant to the Exchange Offer for any
    reason will be returned, without expense, to the undersigned as
    promptly as practicable after the Expiration Date.



 



    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 of the
    undersigned under this letter of transmittal shall be binding
    upon the undersigned’s successors, assigns, heirs,
    executors, administrators, trustees in bankruptcy and legal
    representatives. This tender may be withdrawn only in accordance
    with the procedures set forth in the Prospectus under the
    caption “The Exchange Offer — Withdrawal of
    Tenders.”



 



    The undersigned acknowledges that the acceptance by the Issuer
    of properly tendered 8.875% Old Notes pursuant to the procedures
    described under the caption “The Exchange Offer —
    Procedures for Tendering Old Notes” in the Prospectus and
    in the instructions hereto will constitute a binding agreement
    between the undersigned, on one hand, and the Issuer, on the
    other, upon the terms and subject to the conditions of the
    Exchange Offer.



 



    The Exchange Offer is subject to certain conditions set forth in
    the Prospectus under the caption “The Exchange
    Offer — Conditions to the Exchange Offer.” The
    undersigned recognizes that as a result of these conditions
    (which may be waived, in whole or in part, by the Issuer), the
    Issuer may not be required to exchange any of the 8.875% Old
    Notes tendered hereby.



 



    Unless otherwise indicated under “Special Issuance
    Instructions,” please issue the 8.875% Exchange Notes
    issued in exchange for the 8.875% Old Notes accepted for
    exchange, and return any 8.875% Old Notes not tendered or not
    exchanged, in the name(s) of the undersigned (or, in the case of
    a book-entry delivery of 8.875% Old Notes, please credit the
    account indicated above maintained at DTC). Similarly, unless
    otherwise indicated under “Special Delivery
    Instructions,” please mail or deliver the 8.875% Exchange
    Notes issued in exchange for the 8.875% Old Notes accepted for
    exchange and any 8.875% Old Notes not tendered or not exchanged
    (and accompanying documents, as appropriate) to the undersigned
    at the address shown below the undersigned’s signature(s).
    In the event that both “Special Issuance Instructions”
    and “Special Delivery Instructions” are completed,
    please issue the 8.875% Exchange Notes issued in exchange for
    the 8.875% Old Notes accepted for exchange in the name(s) of,
    and return any 8.875% Old Notes not tendered or not exchanged
    to, the person(s) (or account(s)) so indicated. The undersigned
    recognizes that the Issuer has no obligation pursuant to the
    “Special Issuance Instructions” and “Special
    Delivery Instructions” to transfer any 8.875% Old Notes
    from the name of the registered holder(s) thereof if the Issuer
    does not accept for exchange any of the 8.875% Old Notes so
    tendered for exchange.





    

    5








 









 




    SPECIAL ISSUANCE INSTRUCTIONS

    (SEE INSTRUCTIONS 5 AND 6)



 



    To be completed ONLY if (i) 8.875% Old Notes in a principal
    amount not tendered, or 8.875% Exchange Notes issued in exchange
    for 8.875% Old Notes accepted for exchange, are to be issued in
    the name of someone other than the undersigned, or
    (ii) 8.875% Old Notes tendered by book-entry transfer that
    are not exchanged are to be returned by credit to an account
    maintained at DTC other than the DTC Account Number set forth
    above. Issue 8.875% Exchange Notes
    and/or
    8.875% Old Notes to:



 


		
	    Name: 	
    





		
	    Address: 	
    





 






    (Include Zip Code)



 






    (Taxpayer Identification or
    Social Security Number)




    (See Instruction 8
    below.)



 



    (Please Type or Print)










 




    SPECIAL DELIVERY INSTRUCTIONS

    (SEE INSTRUCTIONS 5 AND 6)



 



    To be completed ONLY if 8.875% Old Notes in a principal amount
    not tendered, or 8.875% Exchange Notes issued in exchange for
    8.875% Old Notes accepted for exchange, are to be mailed or
    delivered to someone other than the undersigned, or to the
    undersigned at an address other than that shown below the
    undersigned’s signature. Mail or deliver 8.875% Exchange
    Notes and/or
    8.875% Old Notes to:



 


		
	    Name: 	
    





		
	    Address: 	
    





 






    (Include Zip Code)



 






    (Taxpayer Identification or
    Social Security Number)




    (See Instruction 8
    below.)



 



    (Please Type or Print)



 









 


		
	    o 	
    Credit unexchanged 8.875% Old Notes delivered by book-entry
    transfer to the DTC account number set forth below:




 


		
	    DTC Account Number: 	
    





 




    

    6








 









 





    IMPORTANT




    PLEASE SIGN HERE WHETHER OR NOT




    8.875% OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY




    (complete accompanying Substitute
    Form W-9
    below)



 


		
	    X  
	    


	 
	    X  
	    





 




    (Signature(s)
    of Registered Holder(s) of 8.875% Old Notes)



 


		
	    Dated  	
    





 



    (The above lines must be signed by the registered holder(s) of
    8.875% Old Notes as your/their name(s) appear(s) on the 8.875%
    Old Notes or on a security position listing, or by person(s)
    authorized to become registered holder(s) by a properly
    completed bond power from the registered holder(s), a copy of
    which must be transmitted with this letter of transmittal. If
    8.875% Old Notes to which this letter of transmittal relate 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 (i) set
    forth his or her full title below and (ii) unless waived by
    the Issuer, submit evidence satisfactory to the Issuer of such
    person’s authority so to act. See Instruction 5
    regarding the completion of this letter of transmittal, printed
    below.)



 


		
	    Name(s):  	
    






    (Please Type or Print)



 


		
	    Capacity (Full Title):	
    





 


		
	    Address:  	
    






    (Include Zip Code)



 


		
	    Area Code and Telephone Number:
     	
    





 


		
	    Taxpayer Identification Number:  	
    









    

    7








 









    MEDALLION
    SIGNATURE GUARANTEE

    (if required by Instruction 5)



 



    Certain signatures must be guaranteed by an Eligible Institution
    (as defined in the instructions below). Please read
    Instruction 5 of this letter of transmittal to determine
    whether a signature guarantee is required for the tender of your
    8.875% Old Notes.



 


		
	    Signature(s) Guaranteed by an Eligible Institution:
     	
    





 



    (Authorized Signature)



 


		
	     
    	
    






    (Title)



 


		
	     
    	
    






    (Name of Firm)



 


		
	     
    	
    






    (Address, Include ZIP
    Code)



 


		
	     
    	
    






    (Area Code and Telephone
    Number)



 


		
	    Dated:  	
    














    

    8








 









 




    INSTRUCTIONS TO
    LETTER OF TRANSMITTAL

    FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
    OFFER



 



    1. Delivery of this Letter of Transmittal and 8.875% Old
    Notes or Agent’s Message and Book-Entry
    Confirmations.  All physically delivered 8.875%
    Old Notes or any confirmation of a book-entry transfer to the
    Exchange Agent’s account at DTC of 8.875% Old Notes
    tendered by book-entry transfer (a “Book-Entry
    Confirmation”), as well as a properly completed and duly
    executed copy of this letter of transmittal or facsimile hereof
    (or an agent’s message in lieu hereof pursuant to
    DTC’s ATOP), 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, or the
    tendering holder must comply with the guaranteed delivery
    procedures set forth below prior to 5:00 p.m., New York
    City time, on or before the Expiration Date. The method of
    delivery of the tendered 8.875% Old Notes, this letter of
    transmittal and all other required documents to the Exchange
    Agent is at the election and risk of the holder and, except as
    otherwise provided below, the delivery will be deemed made only
    when actually received or confirmed by the Exchange Agent.
    Instead of delivery by mail, it is recommended that the holder
    use an overnight or courier service. In all cases, sufficient
    time should be allowed to assure delivery to the Exchange Agent
    before the Expiration Date. NO LETTER OF TRANSMITTAL OR 8.875%
    OLD NOTES SHOULD BE SENT TO THE ISSUER.



 



    2. Guaranteed Delivery
    Procedures.  Holders who wish to tender their
    8.875% Old Notes and (a) whose 8.875% Old Notes are not
    immediately available, or (b) who cannot deliver their
    8.875% Old Notes, this letter of transmittal or any other
    documents required hereby to the Exchange Agent prior to the
    Expiration Date or (c) who are unable to comply with the
    applicable procedures under DTC’s ATOP prior to the
    Expiration Date, must tender their 8.875% Old Notes according to
    the guaranteed delivery procedures set forth in the Prospectus.



 



    Pursuant to such procedures:



 


			
	 	    • 
	
    such tender must be made by or through a firm that is a member
    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, in each
    case that is a participant in the Securities Transfer
    Agents’ Medallion Program, the New York Stock Exchange
    Medallion Program or the Stock Exchanges’ Medallion Program
    approved by the Securities Transfer Association Inc. (an
    “Eligible Institution”);

	 
	 	    • 
	
    prior to 5:00 p.m., New York City time, on 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, courier or
    overnight delivery) or a properly transmitted agent’s
    message relating to a notice of guaranteed delivery setting
    forth the name and address of the holder of the 8.875% Old
    Notes, the registration number(s) of such 8.875% Old Notes and
    the total principal amount of 8.875% Old Notes tendered, stating
    that the tender is being made thereby and guaranteeing that,
    within three New York Stock Exchange trading days after the
    Expiration Date, this letter of transmittal (or facsimile hereof
    or an agent’s message in lieu hereof) together with the
    8.875% Old Notes in proper form for transfer (or a Book-Entry
    Confirmation) and any other documents required hereby, will be
    deposited by the Eligible Institution with the Exchange Agent;
    and

	 
	 	    • 
	
    this letter of transmittal (or facsimile hereof or an
    agent’s message in lieu hereof) together with the
    certificates for all physically tendered 8.875% Old Notes in
    proper form for transfer (or Book-Entry Confirmation, as the
    case may be) and all other documents required hereby are
    received by the Exchange Agent within three trading days after
    the Expiration Date.




 



    Any holder of 8.875% Old Notes who wishes to tender 8.875% Old
    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 of the Exchange Agent, a
    notice of guaranteed delivery will be sent to holders who wish
    to tender their 8.875% Old Notes according to the guaranteed
    delivery procedures set forth above. See “The Exchange
    Offer — Procedures for Tendering Old Notes —
    Guaranteed Delivery” section of the Prospectus.





    

    9








 






 



    3. Tender by Holder.  Only a registered
    holder of 8.875% Old Notes may tender such 8.875% Old Notes in
    the Exchange Offer. Any beneficial holder of 8.875% Old Notes
    who is not the registered holder and who wishes to tender should
    arrange with the registered holder to execute and deliver this
    letter of transmittal on his behalf or must, prior to completing
    and executing this letter of transmittal and delivering his
    8.875% Old Notes, either make appropriate arrangements to
    register ownership of the 8.875% Old Notes in such holder’s
    name or obtain a properly completed bond power from the
    registered holder.



 



    4. Partial Tenders.  Tenders of 8.875% Old
    Notes will be accepted only in principal amounts equal to $2,000
    or an integral multiple of $1,000 in excess thereof. If less
    than the entire principal amount of any 8.875% Old Notes is
    tendered, the tendering holder should fill in the principal
    amount tendered in the fourth column of the box entitled
    “Description of 8.875% Old Notes Tendered” above.
    The entire principal amount of 8.875% Old Notes delivered to the
    Exchange Agent will be deemed to have been tendered unless
    otherwise indicated. If the entire principal amount of all
    8.875% Old Notes is not tendered, then 8.875% Old Notes for the
    principal amount of 8.875% Old Notes not tendered and 8.875%
    Exchange Notes issued in exchange for any 8.875% Old Notes
    accepted will be returned to the holder as promptly as
    practicable after the 8.875% Old Notes are accepted for exchange.



 



    5. Signatures on this Letter of Transmittal; Bond Powers
    and Endorsements; Medallion Guarantee of
    Signatures.  If this letter of transmittal (or
    facsimile hereof) is signed by the record holder(s) of the
    8.875% Old Notes tendered hereby, the signature(s) must
    correspond exactly with the name(s) as written on the face of
    the 8.875% Old Notes without alteration, enlargement or any
    change whatsoever. If this letter of transmittal (or facsimile
    hereof) is signed by a participant in DTC, the signature must
    correspond with the name as it appears on the security position
    listing as the holder of the 8.875% Old Notes. If any tendered
    8.875% Old Notes are owned of record by two or more joint
    owners, all of such owners must sign this letter of transmittal.



 



    If this letter of transmittal (or facsimile hereof) is signed by
    the registered holder(s) of 8.875% Old Notes listed and tendered
    hereby and the 8.875% Exchange Notes issued in exchange therefor
    are to be issued (or any untendered principal amount of 8.875%
    Old Notes is to be reissued) to the registered holder(s), then
    said holder(s) need not and should not endorse any tendered
    8.875% Old Notes, nor provide a separate bond power. In any
    other case, such holder(s) must either properly endorse the
    8.875% Old 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 facsimile hereof) or any
    8.875% Old Notes or bond powers are signed by one or more
    trustees, executors, administrators, guardians,
    attorneys-in-fact, officers of corporations or others acting in
    a fiduciary or representative capacity, such persons should so
    indicate when signing, and, unless waived by the Issuer,
    evidence satisfactory to the Issuer of their authority to act
    must be submitted with this letter of transmittal.



 



    No signature guarantee is required if:



 


			
	 	    • 
	
    this letter of transmittal (or facsimile hereof) is signed by
    the registered holder(s) of the 8.875% Old Notes tendered herein
    (or by a participant in DTC whose name appears on a security
    position listing as the owner of the tendered 8.875% Old Notes)
    and the 8.875% Exchange Notes are to be issued directly to such
    registered holder(s) (or, if signed by a participant in DTC,
    deposited to such participant’s account at DTC) and neither
    the box entitled “Special Issuance Instructions” nor
    the box entitled “Special Delivery Instructions” has
    been completed or

	 
	 	    • 
	
    such 8.875% Old Notes are tendered for the account of an
    Eligible Institution.




 



    In all other cases, all signatures on this letter of
    transmittal (or facsimile hereof) must be guaranteed by an
    Eligible Institution.



 



    6. Special Issuance and Delivery
    Instructions.  Tendering holders should indicate,
    in the applicable box or boxes, the name and address to which
    8.875% Exchange Notes or substitute 8.875% Old Notes for
    principal amounts not tendered or not accepted for exchange are
    to be issued or sent, if different from the name and address of
    the person signing this letter of transmittal. In the case of
    issuance in a different name, the taxpayer identification number
    (see Instruction 8 below) of the person named must also be
    indicated. Holders tendering 8.875% Old Notes by book-entry
    transfer may request that 8.875% Old Notes not exchanged be
    credited to such account maintained at






    

    10








 







    DTC as such noteholder may designate hereon. If no such
    instructions are given, such 8.875% Old Notes not exchanged will
    be returned to the name and address (or account number) of the
    person signing this letter of transmittal.



 



    7. Transfer Taxes.  The Issuer will pay or
    cause to be paid all transfer taxes, if any, applicable to the
    exchange of 8.875% Old Notes pursuant to the Exchange Offer. If,
    however, 8.875% Exchange Notes or 8.875% Old 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 8.875% Old
    Notes tendered hereby, or if tendered 8.875% Old 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 8.875% Old
    Notes pursuant to the Exchange Offer, then the amount of any
    such transfer taxes (whether imposed on the registered holder or
    any other persons) will be payable by the tendering holder. If
    satisfactory evidence of payment of such taxes or exemption
    therefrom is not submitted with this letter of transmittal, the
    amount of such transfer taxes will be billed directly to such
    tendering holder and the Exchange Agent will retain possession
    of an amount of 8.875% Exchange Notes with a face amount at
    least equal to the amount of such transfer taxes due by such
    tendering holder pending receipt by the Exchange Agent of the
    amount of such taxes.



 



    8. Taxpayer Identification
    Number.  Federal income tax law requires that a
    holder of any 8.875% Old Notes or 8.875% Exchange Notes must
    provide the Issuer (as payor) with its correct taxpayer
    identification number (“TIN”), which, in the case of a
    holder who is an individual, is his or her social security
    number. If the Issuer is not provided with the correct TIN, the
    holder or payee may be subject to a $50 penalty imposed by the
    Internal Revenue Service and backup withholding, currently at a
    rate of 28%, on interest payments on the 8.875% Exchange Notes.



 



    To prevent backup withholding, each tendering holder must
    provide such holder’s correct TIN by completing the
    Substitute
    Form W-9
    set forth herein, certifying that the TIN provided is correct
    (or that such holder is awaiting a TIN), that the holder is a
    U.S. person (including a U.S. resident alien), and that
    (i) the holder has not been notified by the Internal
    Revenue Service that such holder is subject to backup
    withholding as a result of failure to report all interest or
    dividends or (ii) the Internal Revenue Service has notified
    the holder that such holder is no longer subject to backup
    withholding. If the 8.875% Exchange Notes will be registered in
    more than one name or will not be in the name of the actual
    owner, consult the Guidelines for Certification of Taxpayer
    Identification Number on Substitute
    Form W-9
    included with this Letter of Transmittal (the
    “Guidelines”) for information on which TIN to report.



 



    If such holder does not have a TIN, such holder should consult
    the Guidelines concerning applying for a TIN, check the box in
    Part 3 of the Substitute
    Form W-9,
    write “applied for” in lieu of its TIN and sign and
    date the form and the Certificate of Awaiting Taxpayer
    Identification Number. Checking this box, writing “applied
    for” on the form and signing such certificate means that
    such holder has already applied for a TIN or that such holder
    intends to apply for one in the near future. If such holder does
    not provide its TIN to the Issuer within 60 days, backup
    withholding will begin and continue until such holder furnishes
    its TIN to the Issuer.



 



    Certain holders are not subject to the backup withholding and
    reporting requirements. These holders, which we refer to as
    exempt holders, include certain foreign persons (other than U.S.
    resident aliens) and persons listed in the Guidelines as payees
    exempt from backup withholding. Exempt holders (other than
    certain foreign persons) should indicate their exempt status on
    the Substitute
    Form W-9.
    A foreign person (other than a U.S. resident alien) may qualify
    as an exempt holder by submitting to the Exchange Agent a
    properly completed Internal Revenue Service
    Form W-8BEN,
    signed under penalties of perjury, attesting to that
    holder’s exempt status. A disregarded domestic entity that
    has a foreign owner should file an Internal Revenue Service
    Form W-8BEN
    rather than a Substitute
    Form W-9.
    An Internal Revenue Service
    Form W-8BEN
    may be obtained from the Exchange Agent.



 



    The Issuer reserves the right in its sole discretion to take
    whatever steps are necessary to comply with the Issuer’s
    obligations regarding backup withholding.



 



    9. Validity of Tenders.  All questions as
    to the validity, form, eligibility, time of receipt, acceptance
    and withdrawal of tendered 8.875% Old Notes will be determined
    by the Issuer in its sole discretion, which determination will
    be final and binding. The Issuer reserves the absolute right to
    reject any and all 8.875% Old Notes not properly tendered or any
    8.875% Old Notes the Issuer’s acceptance of which would, in
    the opinion of the Issuer’s counsel, be unlawful. The
    Issuer also reserves the absolute right to waive any conditions
    of the






    

    11








 







    Exchange Offer or defects or irregularities of tenders as to
    particular 8.875% Old Notes. The Issuer’s interpretation of
    the terms and conditions of the Exchange Offer (including this
    letter of transmittal and the instructions hereto) shall be
    final and binding on all parties. Unless waived, any defects or
    irregularities in connection with tenders of 8.875% Old Notes
    must be cured within such time as the Issuer shall determine.
    Neither the Issuer, the Exchange Agent nor any other person
    shall be under any duty to give notification of defects or
    irregularities with respect to tenders of 8.875% Old Notes nor
    shall any of them incur any liability for failure to give such
    notification.



 



    10. Waiver of Conditions.  The Issuer
    reserves the absolute right to waive, in whole or part, any of
    the conditions to the Exchange Offer set forth in the Prospectus.



 



    11. No Conditional Tender.  No
    alternative, conditional, irregular or contingent tender of
    8.875% Old Notes will be accepted.



 



    12. Mutilated, Lost, Stolen or Destroyed 8.875% Old
    Notes.  Any holder whose 8.875% Old Notes have
    been mutilated, lost, stolen or destroyed should contact the
    Exchange Agent at the address indicated above for further
    instructions. This letter of transmittal and related documents
    cannot be processed until the procedures for replacing
    mutilated, lost, stolen or destroyed 8.875% Old Notes have been
    followed.



 



    13. Requests for Assistance or Additional
    Copies.  Requests for assistance or for additional
    copies of the Prospectus or this letter of transmittal may be
    directed to the Exchange Agent at the address or telephone
    number set forth on the cover page of this letter of
    transmittal. Holders may also contact their broker, dealer,
    commercial bank, trust company or other nominee for assistance
    concerning the Exchange Offer.



 



    14. Withdrawal.  Tenders may be withdrawn
    only pursuant to the limited withdrawal rights set forth in the
    Prospectus under the caption “The Exchange
    Offer — Withdrawal of Tenders.”



 



    IMPORTANT: This letter of transmittal or a manually signed
    facsimile hereof or an agent’s message in lieu hereof
    (together with the 8.875% Old Notes delivered by book-entry
    transfer or in original hard copy form) must be received by the
    Exchange Agent, or the notice of guaranteed delivery must be
    received by the Exchange Agent, prior to 5:00 p.m., New
    York City time, on or prior to the Expiration Date.





    

    12








 









 


	 	 	 	 	 	 	 
	
 

	

SUBSTITUTE
Form W-9 
Department of theTreasuryInternal RevenueService


	
 
	
 
	
    Part 1 — Please Provide Your TIN in the
    Box at Right (or Complete Part 3) and Certify by Signing and
    Dating Below
	
 
	
 
	



Social Security Number
or

Employer IdentificationNumber



	
 
	
 
	
 
	
 

	


Payer’s Request forTaxpayerIdentificationNumber (TIN)

 Name:


 Address (Number and
 Street)


 City, Sate and ZIP Code

	
 
	
 
	

Part 2 — Certification — Under penalties of perjury, I certify that:





(1) The number shown on this form is my correct Taxpayer Identification Number (or I have checked the box in Part 3 and executed the Certificate of Awaiting Taxpayer Identification Number below),




(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and





(3) I am a U.S. Person (including a U.S. resident alien).



	
 
	
 
	

Part 3 —

Awaiting TIN o

Please complete the Certificate of Awaiting Taxpayer Identification Number below.



	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    Certificate Instructions — You must cross out item
    (2) in Part 2 above if you have been

    notified by the IRS that you are subject to backup withholding
    because of underreporting interest or dividends on your tax
    return. However, if, after being notified by the IRS that you
    are subject to backup withholding, you received another
    notification from the IRS stating that you are no longer subject
    to backup withholding, do not cross out item (2).


	
 
	
 
	
 
	
    SIGNATURE ­
    ­
	
 
	
 
	
    DATE ­
    ­, 2010

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 









 




    FAILURE
    TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
    WITHHOLDING

    AT THE APPLICABLE RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO
    THE EXCHANGE

    NOTES.



 




    YOU MUST
    COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

    THE BOX IN PART 3 OF THE SUBSTITUTE
    FORM W-9



 




    CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER



 



    I certify under penalties of perjury that a taxpayer
    identification number has not been issued to me, and either
    (a) I have mailed or delivered an application to receive a
    taxpayer identification number to the appropriate Internal
    Revenue Service Center or Social Security Administration Office
    or (b) I intend to mail or deliver an application in the
    near future. I understand that if I do not provide a taxpayer
    identification number all or a portion of any payments made to
    me thereafter may be withheld until I provide a number.



 



    SIGNATURE ­
    ­  DATE ­
    ­, 2010



 






    

    13