Letter of Transmittal (2004)Full Document 

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                              LETTER OF TRANSMITTAL
                                       FOR
                          9 1/4% SENIOR NOTES DUE 2014
                                       OF

                            MEMBERWORKS INCORPORATED

                  PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
               ALL OF ITS OUTSTANDING 9 1/4% SENIOR NOTES DUE 2014
               WHICH HAVE NOT REGISTERED UNDER THE SECURITIES ACT
                                       FOR
                          9 1/4% SENIOR NOTES DUE 2014
                       REGISTERED UNDER THE SECURITIES ACT

                             ---------------------

                     PURSUANT TO THE PROSPECTUS DATED  , 2004

                             ---------------------

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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME,  , 2004 UNLESS
THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY
BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS DAY PRIOR TO THE
EXPIRATION DATE.
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 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: LaSalle Bank National Association

By Mail: By Overnight Courier and By Hand: LaSalle Bank N.A. LaSalle Bank N.A. 135 LaSalle Street, Suite 1960 135 LaSalle Street, Suite 1960 Chicago, IL 60603 Chicago, IL 60603 Attention Christine Linde, Vice President Attention Christine Linde, Vice President
By Facsimile: (312) 904-2236 For Eligible Institutions Only To Confirm by Telephone: (312) 904-5532 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. By execution hereof, the undersigned acknowledges receipt of the prospectus dated , 2004 (the "Prospectus") of MemberWorks Incorporated, a Delaware corporation (the "Company"), which, together with this letter of transmittal and the instructions thereto (the "Letter of Transmittal"), constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of its 9 1/4% Senior Notes due 2014 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement of which the Prospectus constitutes a part, for each $1,000 principal amount of its outstanding 9 1/4% Senior Notes due 2014 (the "Old Notes") which have not been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus. This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of the Old Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer--Procedure for Tendering" by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes (such participants, acting on behalf of Holders are referred to herein, together with such Holders, as "Acting Holders"); or (iii) tender of the Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedure," and, in each case, instructions are being transmitted through the DTC Automated Tender Offer Program ("ATOP"). Delivery of documents to DTC does not constitute delivery to the Exchange Agent. The term "Holder" with respect to the Exchange Offer means any person: (i) in whose name Old Notes are registered on the books of the Registrar or any other person who has obtained a properly completed bond power from the registered Holder; or (ii) whose Old Notes are held of record by DTC and who desires to deliver such 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 ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. All capitalized terms used herein and not defined shall have the meaning ascribed to them in the Prospectus. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 8 herein. List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. -------------------------------------------------------------------------------- DESCRIPTION OF OLD NOTES -------------------------------------------------------------------------------- Certificate Aggregate Number(s)* Principal Amount Name(s) and Address(es) of Holder(s) (Attach signed list Tendered (if less (Please fill in if blank) if necessary) than all)** -------------------------------------------------------------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------- -------------------------------------------------------------------------------- Total Principal Amount of Old Notes Tendered -------------------------------------------------------------------------------- * Need not be completed by Holders tendering by book-entry transfer. ** Need not be completed by Holders who wish to tender with respect to all Old Notes listed. See Instruction 2. -------------------------------------------------------------------------------- 2 |_| CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution: --------------------------------------------------
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