exv4w7










 




    Exhibit 4.7



 




    NII
    CAPITAL CORP.

    Offer to Exchange

    10% SENIOR NOTES DUE 2016

    that have been registered under the Securities Act of 1933

    for any and all

    10% SENIOR NOTES DUE 2016



 











    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    may be withdrawn at any time prior to 5:00 p.m., New York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 10%
    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 10% Senior Notes due 2016 (the “10% Old
    Notes”) issued by NII Capital Corp. (the
    “Issuer”) under that certain indenture dated as of
    August 18, 2009 (as supplemented, amended and modified, the
    “10% 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 10% Senior Notes due
    2016 (the “10% 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 10% Old Notes. The offer to exchange the 10%
    Exchange Notes for the 10% 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 10% 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 10% Old
    Notes if:



 


			
	 	    • 
	
    certificates representing 10% Old Notes are to be physically
    delivered herewith, or

	 
	 	    • 
	
    delivery of 10% 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 10% Old Notes on or prior to the
    Expiration Date. Holders of 10% Old Notes whose 10% Old Notes
    are not immediately available, or who are unable to physically
    deliver their 10% 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 10% 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 10% Old Notes means any person in whose name such 10% Old
    Notes are registered on the books of the registrar for the 10%
    Old Notes, any person who holds such 10% 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 10% Old
    Notes and who desires to deliver such 10% 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 10% Old Notes
    must complete this letter of transmittal in its entirety (unless
    such 10% 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.





    

    2








 







    List below the 10% 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 10% OLD NOTES
    TENDERED

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

    
	
 
	
 
	
    10% Old Note(s) Tendered 

	
    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 10% Old
    Notes will be deemed to have tendered the entire aggregate
    principal amount represented by such 10% Old Notes. All tenders
    must be in minimum denominations of $2,000 or an integral
    multiple of $1,000 in excess thereof.





    

    3








 






		
	    o  
	    CHECK HERE IF TENDERED 10% OLD NOTES ARE ENCLOSED HEREWITH.

	 
	 
	    o  
	    CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED 10% 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 10% 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 10% 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: 
	
    





 




    

    4








 








    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 10% Old Notes indicated above. Subject to
    and effective upon the acceptance for exchange of the principal
    amount of 10% 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 10% 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
    10% Old Notes with full power of substitution to:



 


			
	 	    • 
	
    deliver such 10% Old Notes, or transfer ownership of such 10%
    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 10% Old Notes for transfer on the books of the
    Issuer and receive all benefits and otherwise exercise all
    rights of beneficial ownership of such 10% 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 10% Old Notes tendered hereby and to
    acquire the 10% Exchange Notes issuable upon the exchange of
    such tendered 10% 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 10% Exchange Notes issued in
    exchange for the 10% 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 10% 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 10% 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 10% 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 10% Exchange Notes received are
    being acquired in the ordinary course of business of the person
    receiving such 10% 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 10% Old Notes or the
    10% 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 10% Exchange Notes. If the
    undersigned is a broker-dealer, the undersigned represents that
    it will receive 10% Exchange Notes in exchange for 10% 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 10% Exchange Notes; however, by so
    acknowledging and by delivering a prospectus, the undersigned
    will not be deemed to admit that it is an
    “underwriter” within the meaning of the Securities
    Act. If the undersigned is a broker-dealer, the undersigned
    represents that it did not purchase the 10% Old Notes to be
    exchanged for the 10% Exchange Notes from the Issuer.






    

    5








 







    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 10% Old Notes in the Exchange Offer with the intention
    of participating in any manner in a distribution of the 10%
    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 10%
    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 10% Old Notes tendered hereby,
    including the transfer of such 10% 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 10% Old Notes
    when, as and if the Issuer gives oral or written notice thereof
    to the Exchange Agent. Any tendered 10% 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 10% 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 10% Old Notes
    tendered hereby.



 



    Unless otherwise indicated under “Special Issuance
    Instructions,” please issue the 10% Exchange Notes issued
    in exchange for the 10% Old Notes accepted for exchange, and
    return any 10% Old Notes not tendered or not exchanged, in the
    name(s) of the undersigned (or, in the case of a book-entry
    delivery of 10% Old Notes, please credit the account indicated
    above maintained at DTC). Similarly, unless otherwise indicated
    under “Special Delivery Instructions,” please mail or
    deliver the 10% Exchange Notes issued in exchange for the 10%
    Old Notes accepted for exchange and any 10% 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 10%
    Exchange Notes issued in exchange for the 10% Old Notes accepted
    for exchange in the name(s) of, and return any 10% 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 10% Old Notes from the name of the registered
    holder(s) thereof if the Issuer does not accept for exchange any
    of the 10% Old Notes so tendered for exchange.





    

    6








 






 


 










    SPECIAL ISSUANCE INSTRUCTIONS

    (SEE INSTRUCTIONS 5 AND 6)



 



    To be completed ONLY if (i) 10% Old Notes in a principal
    amount not tendered, or 10% Exchange Notes issued in exchange
    for 10% Old Notes accepted for exchange, are to be issued in the
    name of someone other than the undersigned, or (ii) 10% 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 10% Exchange
    Notes and/or
    10% 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 10% Old Notes in a principal amount not
    tendered, or 10% Exchange Notes issued in exchange for 10% 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 10% Exchange Notes
    and/or 10%
    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 10% Old Notes delivered by book-entry
    transfer to the DTC account number set forth below:




 


			
	 	    DTC Account Number: 
	
    





 




    

    7








 









 










    IMPORTANT

    PLEASE SIGN HERE WHETHER OR NOT

    10% OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY

    (complete accompanying Substitute
    Form W-9
    below)



 


		
	    X 
	    


	 
	    X 
	    





 



    (Signature(s) of Registered
    Holder(s) of 10% Old Notes)



 


		
	    Dated 	
    





 



    (The above lines must be signed by the registered holder(s) of
    10% Old Notes as your/their name(s) appear(s) on the 10% 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
    10% 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: 	
    





 


 











    

    8








 














    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
    10% 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: 	
    










 


 











    

    9








 









 




    INSTRUCTIONS TO
    LETTER OF TRANSMITTAL

    FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
    OFFER



 



    1. Delivery of this Letter of Transmittal and 10% Old
    Notes or Agent’s Message and Book-Entry
    Confirmations.  All physically delivered 10% Old
    Notes or any confirmation of a book-entry transfer to the
    Exchange Agent’s account at DTC of 10% 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 10% 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 10% OLD
    NOTES SHOULD BE SENT TO THE ISSUER.



 



    2. Guaranteed Delivery
    Procedures.  Holders who wish to tender their 10%
    Old Notes and (a) whose 10% Old Notes are not immediately
    available, or (b) who cannot deliver their 10% 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 10% 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 10% Old Notes,
    the registration number(s) of such 10% Old Notes and the total
    principal amount of 10% 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 10% 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 10% 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 10% Old Notes who wishes to tender 10% 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 10% 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.



 



    3. Tender by Holder.  Only a registered
    holder of 10% Old Notes may tender such 10% Old Notes in the
    Exchange Offer. Any beneficial holder of 10% 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 10%
    Old Notes, either make appropriate arrangements to register
    ownership of the 10% Old Notes in such holder’s name or
    obtain a properly completed bond power from the registered
    holder.





    

    10








 







    4. Partial Tenders.  Tenders of 10% 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 10% Old Notes is
    tendered, the tendering holder should fill in the principal
    amount tendered in the fourth column of the box entitled
    “Description of 10% Old Notes Tendered” above. The
    entire principal amount of 10% Old Notes delivered to the
    Exchange Agent will be deemed to have been tendered unless
    otherwise indicated. If the entire principal amount of all 10%
    Old Notes is not tendered, then 10% Old Notes for the principal
    amount of 10% Old Notes not tendered and 10% Exchange Notes
    issued in exchange for any 10% Old Notes accepted will be
    returned to the holder as promptly as practicable after the 10%
    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 10%
    Old Notes tendered hereby, the signature(s) must correspond
    exactly with the name(s) as written on the face of the 10% 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 10% Old Notes. If any tendered 10% 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 10% Old Notes listed and tendered
    hereby and the 10% Exchange Notes issued in exchange therefor
    are to be issued (or any untendered principal amount of 10% Old
    Notes is to be reissued) to the registered holder(s), then said
    holder(s) need not and should not endorse any tendered 10% Old
    Notes, nor provide a separate bond power. In any other case,
    such holder(s) must either properly endorse the 10% 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 10%
    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 10% Old Notes tendered herein
    (or by a participant in DTC whose name appears on a security
    position listing as the owner of the tendered 10% Old Notes) and
    the 10% 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 10% 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
    10% Exchange Notes or substitute 10% 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 10% Old Notes by book-entry
    transfer may request that 10% Old Notes not exchanged be
    credited to such account maintained at DTC as such noteholder
    may designate hereon. If no such instructions are given, such
    10% 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 10% Old Notes pursuant to the Exchange Offer. If,
    however, 10% Exchange Notes or 10% 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 10% Old Notes
    tendered hereby, or if tendered 10% 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 10% 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






    

    11








 







    such tendering holder and the Exchange Agent will retain
    possession of an amount of 10% 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 10% Old Notes or 10% 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 10% 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 10% 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 10% 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 10% Old Notes not properly tendered or any
    10% 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 Exchange Offer or defects or irregularities of tenders as
    to particular 10% 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 10% 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 10% 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 10%
    Old Notes will be accepted.



 



    12. Mutilated, Lost, Stolen or Destroyed 10% Old
    Notes.  Any holder whose 10% 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






    

    12








 







    transmittal and related documents cannot be processed until the
    procedures for replacing mutilated, lost, stolen or destroyed
    10% 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 10% 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.





    

    13








 






	 	 	 	 	 	 	 	 	 	 
	

SUBSTITUTE
Form W-9

Department of the 
Treasury Internal
Revenue Service


	
 
	
 
	
    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
    Identification

    Number
    

	

    Payor’s Request
    for

    Taxpayer 

    Identification

    Number (TIN)

    


	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    

    

    

    

    

    
Name:

    

    

    

    
Address
    (Number and Street)

    

    

    
City,
    State 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




 







 











    

    14