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Letter of Transmittal

 

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Title:

Letter of Transmittal

Entities:

Interdent Service Corp

Date:

2005

Size:

Preview shows 10KB of 51KB total

Price:

$45

ID:

#1461058

 

 

► Miscellany ► Letters ► Letters of ... ► Letters of Transmittal

 

 

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        LETTER OF TRANSMITTAL

INTERDENT SERVICE CORPORATION

Offer to Exchange up to
$80,000,000 103/4% Senior Secured Notes due 2011 for
$80,000,000 103/4% Senior Secured Notes due 2011
that have been registered under the Securities Act of 1933


Pursuant to the Prospectus dated        , 2005



The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered or certified mail,
hand or overnight delivery:

  Facsimile
transactions:

  For additional
information:

Wells Fargo Bank, National Association
Corporate Trust Department
707 Wilshire Blvd., 17th Floor
Los Angeles, CA 90017
Attention: Jeanie Mar, Vice President
  (213) 614-3355

To confirm by
telephone:

(213) 614-3349
  Wells Fargo Bank, National Association
Corporate Trust Department
707 Wilshire Blvd, 17th Floor
Los Angeles, CA 90017
(213) 614-3349
Attention: Jeanie Mar, Vice President

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

        THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        By execution hereof, the undersigned acknowledges receipt of the prospectus dated        , 2005 (the "Prospectus"), of InterDent Service Corporation, a Washington corporation (the "Company"), and this letter of transmittal and the instructions hereto (the "Letter of Transmittal"), which together constitute the Company's offer to exchange (the "Exchange Offer") an aggregate principal amount of up to $80 million 10.75% senior secured notes due 2011 that have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for any and all outstanding 10.75% senior subordinated notes due 2011 that we issued on December 15, 2004 (the "Old Notes"). Recipients of the Prospectus should read the requirements described in the Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.



        PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        This Letter of Transmittal is to be used by a holder of Old Notes:

        Holders of Old Notes that are tendering by book-entry transfer to the account maintained by the Exchange Agent at DTC can execute the tender through the Automated Tender Offer Program ("ATOP") for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send an agent's message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an "Agent's Message") to the Exchange Agent for its acceptance.

        In order to properly complete this Letter of Transmittal, a holder of Old Notes must:

        Each holder of Old Notes should carefully read the detailed instructions below prior to completing the Letter of Transmittal.

        Holders of Old Notes who desire to tender their Old Notes for exchange, but:

must tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The Exchange OfferGuaranteed Delivery Procedures." See Instruction 2.

        DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. IN ORDER TO ENSURE PARTICIPATION IN THE EXCHANGE OFFER, OLD NOTES MUST BE PROPERLY TENDERED PRIOR TO THE EXPIRATION DATE.

        Holders of Old Notes who wish to tender their Old Notes for exchange must complete columns (1) through (3) in the box below entitled "Description of Old Notes Tendered," and sign the box below entitled "Sign Here to Tender Your Old Notes in the Exchange Offer." If only those columns are completed, such holder of Old Notes will have tendered for exchange all Old Notes listed in column (3) below. If the holder of Old Notes wishes to tender for exchange less than all of such Old Notes, column (4) must be completed in full. In such case, such holder of Old Notes should refer to Instruction 5.

        The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Old Notes previously tendered and not validly withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer.


 

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