FORM OF LETTER OF TRANSMITTAL



 Exhibit 4.4 
  

LETTER OF TRANSMITTAL 
 for

 Offer to Exchange All Outstanding 
 10 1/2% Senior Notes due 2011 
 for 
 10 1/2% Series B Senior Notes due 2011 
  
 of 
  
 NATIONAL BEEF PACKING COMPANY, LLC 
 NB FINANCE CORP. 
  
 THE
EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                 , 2003 (THE “EXPIRATION DATE”) UNLESS
EXTENDED.
  
 The Exchange Agent is: 
  
 U.S. BANK NATIONAL ASSOCIATION 
  

			
	 By Mail, Hand or Overnight Delivery:
  
 U.S. Bank National Association
 West Side Flats Operations Center
 60 Livingston Avenue
 St. Paul, Minnesota 55107
 Attn: Specialized Finance
	 	 By Facsimile:
  
 (651) 495-8158
  
 For Information or Confirmation by Telephone:
  

(800) 934-6802


  
 Delivery of this
Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery. 
  
 The undersigned acknowledges receipt of the Prospectus dated
                    , 2003 (the “Prospectus”) of National Beef Packing Company, LLC and NB Finance Corp. (collectively, the
“Issuers”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuers’ offer (the “Exchange Offer”) to exchange their 10 1/2% Series B Senior Notes due 2011 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the
“Exchange Notes”) for their outstanding 10 1/2% Senior Notes due 2011 (the “Outstanding
Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof. 
  
 The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the
Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus). 
  
 Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus. 
  
 YOUR BANK OR BROKER CAN ASSIST
YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE
EXCHANGE AGENT. 







 The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer. 
  
 PLEASE READ THE ENTIRE 
 LETTER OF TRANSMITTAL AND THE PROSPECTUS 
 CAREFULLY BEFORE CHECKING ANY BOX BELOW. 
  
 List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and
aggregate principal amounts should be listed on a separate signed schedule affixed hereto. 
  

							
	  
 DESCRIPTION OF OUTSTANDING NOTES TENDERED
HEREWITH
  

	

				
	 Name(s) and Address(es) of Registered Holder(s)
 (Please fill in)
	  	      Certificate      
  Number(s)*  	  	Aggregate Principal
Amount Represented by
Outstanding Notes*	  	Principal Amount
Tendered**
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	 
	

	 	  	 	  	 	  	Total:              
	

	
	     *  Need not be completed by book-entry holders.
     **Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal
amount represented by such Outstanding Notes. See Instruction 2.


  
 Holders of Outstanding
Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus. 
  
 Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding
Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”). 
  

	 	 ̈	 	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: 

  
 Name of Registered Holder(s):  
                                        
                                        
                                        
                          
  
 Name of Eligible Guarantor Institution that Guaranteed
Delivery:                                      
                                        
     
  
 Date of Execution of Notice of
Guaranteed
Delivery:                                      
                                        
                             
  
 If Delivered by Book-Entry
Transfer:                                      
                                        
                                        
                   
  
 Name of Tendering
Institution:                                      
                                        
                                        
                               
  
 Account
Number:                                       
                                        
                                        
                                        
               
  
 Transaction Code
Number:                                       
                                        
                                        
                                     








	 	 ̈	 	CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL: 

  
 Name:                                     
                                        
                                        
                                        
                                       
  
 Address:                                     
                                        
                                        
                                        
                                  
  

	 	 ̈	 	CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: 

  
 Name:                                     
                                        
                                        
                                        
                                       
  
 Address:                                     
                                        
                                        
                                        
                                  
  

	 	 ̈	 	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 

  
 Name:                                     
                                        
                                        
                                        
                                       
  
 Address:                                     
                                        
                                        
                                        
                                  
  
 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 Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such 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. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities
or other trading activities. Any holder who is an “affiliate” of the Issuers or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any
broker-dealer who purchased Outstanding Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements
under the Securities Act. 







 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY 
  
 Ladies and Gentlemen: 
  
 Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the
principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer
(including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in
and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange
Agent also acts as the agent of the Issuers, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged. 
  

 The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to
acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Issuers will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or
desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that
acceptance of any and all validly tendered Outstanding Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of its obligations under the Registration Rights Agreement dated
August 6, 2003, among National Beef Packing Company, L.P., NB Finance Corp., Deutsche Bank Securities Inc., U.S. Bancorp Piper Jaffray Inc. and Rabo Securities USA, Inc. (the “Registration Rights Agreement”), and that the Issuers shall
have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned agrees to all terms of the Exchange Offer. 
   
  The tender of Outstanding Notes pursuant to any one of the procedures
described in the Prospectus and in the instructions attached hereto will, upon the Issuers’ acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Issuers upon the terms and
subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuers may not be required to accept for exchange any of the Outstanding Notes. 
   
 By tendering shares of Outstanding Notes and executing this Letter of
Transmittal, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person
receiving such Exchange Notes, whether or not such person is 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 Exchange Notes. If the undersigned or the
person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities
or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such 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. 







 Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange
Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii)
must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction. 
  
 All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of
Transmittal. Except as stated in the Prospectus, this tender is irrevocable. 
  
 Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be
delivered to the undersigned at the address shown below the signature of the undersigned. 
  
 The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such
box. 








	
	

	  
  
 TENDERING HOLDER(S) SIGN HERE
 (Complete accompanying substitute Form W-9)
  
 Must be signed by registered holder(s) exactly as name(s)
appear(s) on certificate(s) for Outstanding Notes hereby tendered or in whose name Outstanding Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such
person. See Instruction 3.

	
	

	
	

	(Signature(s) of Holder(s))
	
	Date                                      
                                        
                                        
                                        
                                        
     
	
	Name(s)                                     
                                        
                                        
                                        
                                      
 
	(Please Print)
	
	Capacity (full
title)                                       
                                        
                                        
                                        
                
	
	Address                                     
                                        
                                        
                                        
                                      
 
	(Include Zip Code)
	
	

	
	Daytime Area Code and Telephone
No.                                       
                                        
                                        
                 
	
	Taxpayer Identification
No.                                       
                                        
                                        
                                       
 

  
  

	
	
	 GUARANTEE OF SIGNATURE(S)
 (If Required — See Instruction 3)

	
	 Authorized
 Signature                                     
                                        
                                        
                                        
                                     

	
	Date                                      
                                        
                                        
                                        
                                        
     
	
	Name                                      
                                        
                                        
                                        
                                        
   
	
	Title                                     
                                        
                                        
                                        
                                        
      
	
	Name of
Firm                                       
                                        
                                        
                                        
                          
	
	Address of
Firm                                       
                                        
                                        
                                        
                      
	
	

	(Include Zip Code)
	
	Area Code and Telephone
No.                                       
                                        
                                        
                                   









	
	
	 SPECIAL ISSUANCE INSTRUCTIONS
 (See Instructions 3 and 4)
  
 To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

	
	 Issue:    ̈  Outstanding Notes not tendered
to:
                ̈  Exchange Notes to:

	
	Name(s)                                     
                                        
                                        
                                        
                                      
 
	
	Address:                                     
                                        
                                        
                                        
                                      
	
	

	
	

	 (Include Zip Code)
  
 Daytime Area Code and

 Telephone
No.                                       
                                        
                                        
                                        
                         

	
	

	
	

	Tax Identification No.

  

	
	
	 SPECIAL DELIVERY INSTRUCTIONS
 (See Instructions 3 and 4)
  
 To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other
than that shown above.

	
	 Mail:     ̈  Outstanding Notes not tendered
to:
                ̈  Exchange Notes to:

	
	 Name(s)                                     
                                        
                                        
                                        
                                      
 

	
	 Address:                                     
                                        
                                        
                                        
                                     
 

	
	

	
	

	 (Include Zip Code)
  
 Area Code and
 Telephone
No.                                       
                                        
                                        
                                        
                         

	
	

	 








 INSTRUCTIONS 
  
 FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 
  
 1.    Delivery of this Letter of Transmittal and
Certificates; Guaranteed Delivery Procedures.    A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to
the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees
and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying
with the guaranteed delivery procedures described below. 
  
 Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”)
and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry
delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees
to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter
of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange
Offer by submitting a Notice of Guaranteed Delivery through ATOP. 
  
 The method of delivery of this Letter of Transmittal, the Outstanding Notes and any other required documents 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. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely
delivery. No Outstanding Notes or Letters of Transmittal should be sent to the Issuers. 
  
 Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with
book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible
Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and
(iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent within five business days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus. 
  
 No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange. 







 2.    Partial Tenders; Withdrawals.    If less than the
entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled “Description of Outstanding Notes
Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise clearly indicated. 
  
 If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the
Exchange Agent at the address for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that they have accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who
tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates
evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by
the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of
withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn
Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuers, and such determination will be
final and binding on all parties. 
  
 Any Outstanding Notes so
withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof
without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such
Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes
may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date. 
  
 3.    Signature on this Letter of Transmittal; Written
Instruments and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

  
 If a number of Outstanding Notes registered in different names
are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes. 
  
 When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described
herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments
of transfer or exchange are required. 
  
 If this Letter of
Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written 








 
instruments of transfer or exchange in form satisfactory to the Issuers and duly executed by the registered holder, in either case signed exactly as the name
or names of the registered holder or holders appear(s) on the Outstanding Notes. 
  
 If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority so to act must be submitted. 
  
 Endorsements on certificates or signatures on separate written instruments of
transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution. 
  
 Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder
who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the
event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding
Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuers, in their sole discretion, duly executed by the registered holder
with the signature thereon guaranteed by an Eligible Guarantor Institution. 
  
 4.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates
for Outstanding Notes not exchanged 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 tax identification number of the person named
must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. 

 
 5.    Transfer
Taxes.    The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes
or Outstanding 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 other person other than the registered holder of the Outstanding Notes tendered, or if
tendered Outstanding Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuers or
its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception
therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder. 
  
 6.    Waiver of Conditions.    The Issuers reserve the absolute right to waive, in whole or in part, any of
the conditions to the Exchange Offer set forth in the Prospectus. 
  
 7.    Mutilated, Lost, Stolen or Destroyed Securities.    Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address
indicated below for further instructions. 
  
 8.    Substitute Form W-9    Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer
identification number (“TIN”) (e.g., 








 
the holder’s Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under
“Important Tax Information” below, and to certify under penalties of perjury that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes or the Exchange Notes. The box in Part 3 of the Substitute Form W-9 may be
checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with
the Outstanding Notes or the Exchange Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service. 
  
 9.    Requests for Assistance or Additional
Copies.    Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone
number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above. 
  
 IMPORTANT:  THIS
LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE. 
  
 IMPORTANT TAX
INFORMATION 
  
 Under U.S. federal income tax law, a holder of
Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides U.S. Bank National Association, as Paying Agent (the “Paying Agent”), through the Exchange Agent, with
either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is
awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal
Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to
backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is a U.S. individual, the TIN is
such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service. 
  
 Certain holders of Outstanding Notes (including, among others, all
corporations and certain foreign individuals and entities) are not subject to these backup withholding requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation
should complete the Substitute Form W-9, provide its TIN and indicate by checking the appropriate boxes in Part 4 of the Substitute Form W-9 that it is a corporation and that it is exempt from backup withholding. In order for a foreign individual to
qualify as an exempt recipient, the holder must submit the appropriate Form W-8BEN, rather than a Form W-9, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Paying Agent.
See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. 







 If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the
holder of Outstanding Notes or Exchange Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. 
  
 The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for
a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is
provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. 
  

The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the
record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form
W-9” for additional guidance on which number to report. 







 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 
 NUMBER ON SUBSTITUTE FORM W-9 
  
 Guidelines for Determining the Proper Identification Number to Give the Paying Agent.    Social Security numbers and individual taxpayer
identification numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

  

			
	

	For this type of account:	 	Give name and the SOCIAL SECURITY number (or individual taxpayer identification number) of —  
	

	 1       An individual’s account
	 	The individual
	

	 2       Two or more individuals (joint account)
	 	The actual owner of the account or, if combined funds, the first individual on the account
	

	 3       Custodian account of a minor (Uniform Gift to Minors Act)
	 	The minor
	

	 4       Account in the name of guardian or committee for a designated ward, minor, or incompetent
person
	 	The ward, minor, or incompetent person
	

	 5       a.  The usual revocable savings trust account
(grantor is also trustee)
  
          b.  So-called trust account that is not a legal or valid trust under State law.
	 	 The grantor-trustee
  
  
  
 The actual
owner

	

	For this type of account:	 	Give the name and the EMPLOYER IDENTIFICATION number of —  
	

	 6       Sole proprietorship account or single owner LLC
	 	The owner (or the owner’s Social Security number or individual taxpayer identification number) (you must show the name of the owner but you may also enter your business or “doing
business as” name)
	

	 7       A valid trust, estate or pension trust
	 	The legal entity (do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account
title)
	

	 8       Corporation or LLC electing corporate status
	 	The corporation
	

	 9       Religious, charitable, or educational organization account or an association, club or other
tax-exempt organization
	 	The organization
	

	 10     Partnership or multi-member LLC
	 	The partnership
	

	 11     A broker or registered nominee
	 	The broker or nominee
	

	 12     Account with the Department of Agriculture in the name of a public entity (such as a state or local
government, school district, or prison) that receives agricultural program payments)
	 	The public entity
	



	*	Note: If no name is circled when there is more than one name listed, the TIN will be considered to be that of the first name listed. 








 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 
 NUMBER ON SUBSTITUTE FORM W-9 
  
 Obtaining a Number 
  
 If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, Form SS-4, Application for Employer Identification Number or Form W-7, Application for Individual Taxpayer
Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. 
  
 To complete Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in
Part 1, check the box in Part 3, sign and date the Form, and give it to the requester. 
  
 Payee Exempt from Backup Withholding 
  
 Payees specifically
exempted from backup withholding on ALL payments include the following: 
  

	–	An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodian account under section 403(b)(7) if the account satisfies the requirements of
section 401(f)(2). 

  

	–	The United States, or any agency or instrumentality thereof. 

  

	–	A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. 

  

	–	An international organization or any agency, or instrumentality thereof. 

  

	–	A foreign government or any of its political subdivisions, agencies or instrumentalities. 

  
 Payees that may be specifically exempted from backup withholding on certain payments include the following: 
  

	–	A corporation. 

  

	–	A financial institution. 

  

	–	A futures commission merchant registered with the Commodity Futures Trading Commission. 

  

	–	A dealer in securities or commodities registered in the United States, the District of Columbia or a possession of the United States. 

  

	–	A real estate investment trust. 

  

	–	A nominee or custodian. 

  

	–	A common trust fund operated by a bank under section 584(a). 

  

	–	A trust exempt from tax under section 664 or described in section 4947. 

  

	–	An entity registered at all times during the taxable year under the Investment Company Act of 1940. 

  

	–	A foreign central bank of issue. 

  
 Exempt payees should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
CHECK THE BOX 







 LABELLED “EXEMPT FROM BACKUP WITHHOLDING”, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. 
  
 Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires you to
provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and
criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal
laws and to combat terrorism. 
  
 Penalties

  

	 	1.	Penalty for Failure to Furnish Taxpayer identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause and not to willful neglect. 

  

	 	2.	Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding,
you are subject to a penalty of $500. 

  

	 	3.	Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.


  

	 	4.	Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of Federal Law, the requester may be subject to
civil and criminal penalties. 

  
 FOR ADDITIONAL
INFORMATION CONTACT YOUR TAX 
 ADVISOR OR THE INTERNAL REVENUE SERVICE. 








					
	
	 
	 PAYER’S NAME: U.S. Bank National Association, as Exchange Agent
  

	

	  
  
  

 
 SUBSTITUTE
  
 Form W-9
  
 Department
of the Treasury
 Internal Revenue
 Service
  
	 	Part 1—PLEASE PROVIDE YOUR TIN AND CERTIFY BY SIGNING AND DATING BELOW	 	  
  
  

 Name
  

 Social Security Number
 OR
  

 Employer Identification Number
  

	 	 	

	 	 	 Part 2—Certification—Under the penalties of perjury, I certify that: (1) The number shown on this form is my
correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (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
(the “IRS”) that I am subject to backup withholding as a result of a 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).
  

	 	 	

	 Payor’s Request for
 Taxpayer
 Identification
 Number (TIN)
	 	 Part 3
  
 Awaiting TIN     ̈
  

	 	

	 	 Part 4—Check appropriate boxes:
  
 Individual/Sole proprietor     ̈                Exempt from backup withholding     ̈
 Partnership     ̈
 Corporation     ̈
 Other (specify)     ̈
  

	 	

	 	 Certificate Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently
subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2).
  

	



									
	
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
					
	 Signature
  
	 	  

	 	Date  
	 	  

  
	 	, 2004  

	


  

	NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 








 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 (1) 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 (2) I intend to mail or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld. 
  
 Signature                                     
                                        
         Date
                                        
                                        
     , 2004