LETTER OF TRANSMITTAL. To Surrender Common Units and Preferred Units (each, a Unit ) of MUZAK HOLDINGS LLC

Transcription

1 LETTER OF TRANSMITTAL To Surrender Common Units and Preferred Units (each, a Unit ) of MUZAK HOLDINGS LLC THIS FORM SHOULD BE COMPLETED, SIGNED AND RETURNED TO THE ADDRESS SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS S ET FORTH BELOW DOES NOT CONSTITUTE A VALID DELIV ERY. MUZAK HOLDINGS LLC c/o If delivering by mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York If delivering by hand or courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department th Avenue Brooklyn, New York Phone: Toll-free (877) (718) Facsimile: (718) SCHEDULE OF OWNERSHIP OF UNITS SURRENDERED Name(s) and Address(es) of Registered Holder(s) (Please complete exactly as name(s) appear(s) on Company Register(s)) Number of Preferred Units Number of Common Units TOTAL 1

2 THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Ladies and Gentlemen: YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE BELOW. Reference is made to the Agreement and Plan of Merger, dated as of March 24, 2011, attached hereto as Exhibit A (the Merger Agreement ). Pursuant to the Merger Agreement and subject to certain exceptions set forth therein, all Units, as defined below, issued and outstanding immediately prior to the Effective Time (other than Units held by Muzak Holdings LLC (the Company ) or any subsidiary of the Company, Mood Media Corporation ( Mood Media ) or Mood US Acquisition, LLC ( Merger Sub ), if any) shall, at the date and time when the merger of Merger Sub with and into the Company (the Merger ) becomes effective (the Effective Time ), without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive, without interest and subject to any applicable withholding tax specified in Section 2.13 of the Merger Agreement, the Common Unit Consideration or Preferred Unit Consideration (in each case as defined in the Merger Agreement, and together the Merger Consideration ), as the case may be, but only after you sign and deliver this Letter of Transmittal to the Company, in care of American Stock Transfer & Trust Company, LLC (the Paying Agent ). The Company currently expects that the Effective Time will occur in the second quarter of 2011, as early as April 25, 2011, but no later than May 23, Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement. Subject to the terms and conditions of the Merger Agreement, the undersigned hereby agrees to surrender its Units and understands that, by virtue of the Merger, such surrendered Units shall be converted as described above and shall cease to exist on the books and records or in the Capital Accounts (as defined in the Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of February 1, 2010 (the LLC Agreement )) of the Company. Common Units, shall be referred to, individually, as a Common Unit or, collectively, as the Common Units. Preferred Units shall be referred to, individually, as a Preferred Unit or, collectively, as the Preferred Units. Holders of Units are referred to collectively as Unitholders and individually as a Unitholder. Subject to the terms and conditions of the Merger Agreement and this Letter of Transmittal, the undersigned hereby further surrenders to the Company, and otherwise waives, all benefits and rights that may inure to holders of the Units surrendered. Subject to the terms and conditions of the Merger Agreement and this Letter of Transmittal and if the Effective Time occurs, following delivery by (i) a holder of Preferred Units to the Company, in care of the Paying Agent, of this Letter of Transmittal duly executed by 2

3 such holder, such holder shall be entitled to receive, when payable in accordance with the Merger Agreement, the Preferred Unit Consideration; and (ii) a holder of Common Units to the Company, in care of the Paying Agent, of this Letter of Transmittal duly executed by such holder, such holder shall be entitled to receive, when payable in accordance with the Merger Agreement, the Common Unit Consideration, in each case, subject to any applicable withholding tax as specified in Section 2.13 of the Merger Agreement. The right to receive any Common Unit Consideration or Preferred Unit Consideration shall not be represented by any certificate or other instrument and shall be nontransferable (including by pledge or grant of a security interest) except by operation of law (including testamentary transfers), in connection with a transfer to an existing Unitholder or with the prior written consent of the Surviving Company (not to be unreasonably withheld, conditioned or delayed). Subject to, and effective upon, the occurrence of the Effective Time, in accordance with the terms and subject to the conditions of the Merger Agreement and this Letter of Transmittal, the undersigned acknowledges that the Units held by the undersigned will be cancelled, shall no longer be outstanding, shall cease to exist and shall represent solely the right to receive the Common Unit Consideration or Preferred Unit Consideration, as the case may be, and the undersigned shall cease to be a member of the Company. Subject to, and effective upon, the Effective Time, to the fullest extent permitted by applicable law and contracts, the undersigned hereby releases any and all claims that the undersigned has or may have against the Company, Mood Media, the Surviving Company or any of their respective Affiliates or Representatives that relate to or arise as a result of the undersigned s ownership of Units (other than any claim for payment of the Common Unit Consideration or Preferred Unit Consideration, as the case may be). No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns and trustees in bankruptcy or other legal representatives of the undersigned. The surrender of the Units is irrevocable but will not be effective until the Effective Time. The undersigned hereby represents and warrants that the following statements are true and correct as of the date hereof (in each case except to the extent that any representation or warranty contained herein is made solely as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date). 1. Due Authorization. a. The undersigned has all requisite power and authority, to enter into and perform its obligations hereunder. The execution, delivery and performance by the undersigned of this Letter of Transmittal, and the consummation of the transaction contemplated hereby, have been authorized by all necessary action of the undersigned, including any 3

4 necessary approval or consent of its members, stockholders or other securityholders. The undersigned has duly and validly executed and delivered this Letter of Transmittal. This Letter of Transmittal constitutes a legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms, except as such enforceability may be limited by any limitations on enforcement and other remedies under applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting creditors rights generally from time to time in effect or general principles of equity. 2. Absence of Conflicts. a. The execution, delivery and performance by the undersigned of this Letter of Transmittal, and the consummation of the transactions contemplated hereby, do not and will not (i) violate any Law applicable to or binding on the undersigned, or (ii) violate or conflict with any provision of any of the certificate of incorporation or bylaws, or any equivalent organizational documents, as applicable, of the undersigned. 3. Title to Units. a. The undersigned is the sole record and beneficial owner of the Units disclosed next to its name on the Schedule of Ownership of Units Surrendered, above (showing for the undersigned, the number and ownership percentages of the Common Units and the Preferred Units, full legal name, type of entity and jurisdiction of organization of each such entity as of the date hereof), and the undersigned will deliver to the Company, in care of the Paying Agent, all such Units, in each case free and clear of any and all Liens and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. The undersigned is not the subject of any bankruptcy, reorganization or similar proceeding. Except for this Letter of Transmittal and the LLC Agreement, there are no outstanding contracts between the undersigned and any other person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Units, and the undersigned has no right to receive or acquire any Units of the Company or any equity interests of any subsidiaries of the Company. b. Except as set forth on the Schedule of Ownership of Units Surrendered, above, there are no subscriptions, options, warrants, calls, rights of conversion or exchange or other rights, Contracts or commitments of any character obligating the undersigned to (i) transfer, sell, or cause the issuance, transfer or sale of, any equity interests (or securities convertible into or exchangeable for any equity interests) of the Company or any of its subsidiaries, (ii) purchase or otherwise acquire any equity interests of the 4

5 Company or any of its subsidiaries, or (iii) make any payment based on the value of any equity interests in the Company or any of its subsidiaries. 4. Representations Relating to the Securities and Mood Media. The undersigned [ ] does hereby / [ ] does not represent and warrant that the following statements are true and correct as of the date hereof (in each case except to the extent that any representation or warranty contained herein is made solely as of a specified date, in which case such representation or warranty shall be true and correct as of such specified date). Note that if the undersigned does not make the following representations and warranties, then pursuant to Section of the Merger Agreement, the Unitholder Representative will sell or otherwise dispose of any Convertible Debentures, Mood Media Warrants or common shares of Mood Media issuable upon the exercise of the Mood Media warrants or the conversion or redemption of the Convertible Debentures (collectively, the Securities ) that would otherwise be distributed to the undersigned pursuant to the Merger Agreement and distribute to the undersigned cash in lieu of such Securities; provided, further, that in no event will the Unitholder Representative distribute, or cause to be distributed any Securities, if after such distribution more than 100 U.S. Persons (as defined under Regulation S of the Securities Act) would be holders of the Securities. a. The undersigned is an accredited investor as defined in Rule 501(a) under the Securities Act. b. The undersigned understands and accepts that an investment in the Convertible Debentures, the Mood Media Warrants and the common shares of Mood Media issuable upon the exercise of the Mood Media warrants and the conversion or redemption of the Convertible Debentures (collectively, the Securities ) involves various risks and uncertainties, and undersigned represents that it is able to bear any loss associated with an investment in the Securities. c. The undersigned is acquiring the Securities for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities. The undersigned understands that the Securities have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned herein. The undersigned understands that Mood Media is relying upon the representations and agreements contained herein (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. d. The undersigned understands that the Securities are restricted securities under applicable federal securities laws and that the Securities Act and the 5

6 rules of the U.S. Securities and Exchange Commission (the Commission ) provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the undersigned understands that Mood Media has no obligation or intention to register any of the Securities, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the undersigned understands that under the Commission s rules, the undersigned may dispose of the Securities principally only in private placements which are exempt from registration under the Securities Act, in which event the transferee will acquire restricted securities subject to the same limitations as in the hands of the undersigned. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. e. The undersigned agrees: (i) that the undersigned will not (and will not direct any other Person to) sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state securities laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable state securities laws; (ii) that the certificates or instruments, if any, representing the Securities will bear a legend making reference to the foregoing restrictions; and (iii) that Mood Media and it Affiliates shall not be required to give effect to any purported transfer of such Securities except upon compliance with the foregoing restrictions. f. The undersigned, either alone or through its purchaser representative as defined in Rule 501(a) under the Securities Act, has had access to such information concerning Mood Media and the Securities as it deems necessary to enable it to make an informed investment decision concerning an investment in the Securities. The undersigned hereby irrevocably constitutes, appoints, authorizes, directs and empowers, effective as of the Closing, Silver Point Capital, L.P. as the Unitholder Representative on the terms set forth in Section of the Merger Agreement. Unless otherwise indicated herein under Special Payment Instructions or Special Issuance Instructions, please issue any Common Unit Consideration and/or Preferred Unit Consideration (as applicable) in the name(s) of the registered holder(s) appearing under Schedule of Ownership. Similarly, unless otherwise indicated under Special Delivery Instructions for the cash and non-cash portion of any Merger Consideration, please mail the Common Unit Consideration and/or Preferred Unit Consideration (as applicable) to the address(es) of the registered holder(s) appearing under Schedule of Ownership. In the event that both the Special Payment Instructions and/or Special Issuance Instructions and the 6

7 Special Delivery Instructions are completed for either or both of the cash and non-cash portion of the Merger Consideration, please issue the Common Unit Consideration and/or Preferred Unit (as applicable) in the name(s) of, and deliver such consideration to, the person(s) so indicated. Subject to the terms and conditions of the Merger Agreement, the undersigned understands that payment and/or issuance of the Common Unit Consideration and/or Preferred Unit Consideration (as applicable) for the surrendered Units will be made only after receipt by the Company (in care of the Paying Agent) of this Letter of Transmittal, or a facsimile thereof, duly completed and manually signed, together with all accompanying evidences of authority, in form reasonably satisfactory to the Company. The representations, warranties and covenants of the undersigned set forth herein shall survive the Merger and the payment and/or issuance of the Common Unit Consideration and/or Preferred Unit Consideration (as applicable) to the undersigned or as directed by the undersigned. The undersigned recognizes that the Merger is subject to various conditions and, if the Merger is not completed, the undersigned will not be entitled to surrender any Units hereby or receive any Common Unit Consideration and/or Preferred Unit Consideration (as applicable) in respect thereof. If the Merger Agreement is terminated without the Effective Time having occurred, the Company will deem this Letter of Transmittal void and without any effect and no changes shall be made in the books and records or in the Capital Accounts of the Company. 7

8 For holders who will receive the cash portion of any Merger Consideration by Check: Unless otherwise indicated under Special Payment Instructions, please issue the check for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith in the name(s) of the undersigned. Similarly, unless otherwise indicated under Special Delivery Instructions, please mail the check for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith to the undersigned at the address shown below the undersigned's signature(s). In the event that both Special Payment Instructions and Special Delivery Instructions are completed, please issue the check for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith and mail said check to the person(s) so indicated. SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 4, 5 and 7) To be completed ONLY if the check for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith is to be issued in the name of and sent to someone other than the undersigned. Issue check to: Name: (Please Type or Print) Address: (Zip Code) (Tax Identification or Social Security No.) (See IRS Form W-9 or an applicable IRS Form W-8) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7) To be completed ONLY if the check for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under Schedule of Ownership of Units. Mail check to: Name: (Please Type or Print) Address: (Zip Code) (Tax Identification or Social Security No.) (See IRS Form W-9 or an applicable IRS Form W-8) For holders who will receive the cash portion of any Merger Consideration by Wire Transfer: Please transmit the cash portion of any Merger Consideration by wire transfer in respect of any Units surrendered herewith in the name(s) of the undersigned. Wire transfer is permitted ONLY if the cash portion of any Merger Consideration in respect of any Units surrendered herewith is to be issued in the name(s) of the undersigned. Wire transfer is NOT permitted if the cash portion of any Merger Consideration in respect of any Units surrendered herewith is to be issued in the name of someone other than the undersigned. Holders who wish to receive the cash portion of any Merger Consideration by wire transfer MUS T enclose a $100 check made payable to American Stock Transfer & Trust Company, LLC when returning this Letter of Transmittal to pay for the cost of the wire transfer. WIRE PAYMENT INSTRUCTIONS (See Instructions 1, 4 and 5) To be completed ONLY if payment for for the cash portion of any Merger Consideration in respect of any Unit surrendered herewith is to be issued in the name(s) of the undersigned by wire transfer. Wire Payment to: Name: (Please Type or Print) Address: (Zip Code) (Tax Identification or Social Security No.) (See IRS Form W-9 or an applicable IRS Form W-8) Bank: Account #: Account Name: 8

9 With respect to the non-cash porti on of any Merger Consideration: Unless otherwise indicated under Special Payment Instructions, please issue the non-cash portion of any Merger Consideration in respect of any Unit surrendered herewith in the name(s) of the undersigned. Similarly, unless otherwise indicated under Special Delivery Instructions, please mail the non-cash portion of any Merger Consideration in respect of any Unit surrendered herewith to the undersigned at the address shown below the undersigned's signature(s). In the event that both Special Payment Instructions and Special Delivery Instructions are completed, please issue the non-cash portion of any Merger Consideration in respect of any Unit surrendered herewith and mail said non-cash portion of any Merger Consideration to the person(s) so indicated. SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 4, 5 and 7) To be completed ONLY if the non-cash portion of any Merger Consideration in respect of any Unit surrendered herewith is to be issued in the name of and sent to someone other than the undersigned. Issue to: Name: (Please Type or Print) Address: (Zip Code) (Tax Identification or Social Security No.) (See IRS Form W-9 or an applicable IRS Form W-8) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5 and 7) To be completed ONLY if the non-cash portion of any Merger Consideration in respect of any Unit surrendered herewith is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under Schedule of Ownership of Units. Mail to: Name: (Please Type or Print) Address: (Zip Code) (Tax Identification or Social Security No.) (See IRS Form W-9 or an applicable IRS Form W-8) 9

10 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ CAREFULLY THE INSTRUCTIONS BELOW INSTRUCTIONS Forming Part of the Terms and Conditions of a Valid Surrender of Units 1. Guarantee of Signatures. If Special Payment or Delivery Instructions are completed above, the signature of each person executing this Letter of Transmittal on behalf of a Unitholder must be guaranteed by a national bank or a member firm of the New York Stock Exchange, Inc. 2. Requirement of Surrender. For a Unitholder to validly surrender Units, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any other required documents, must be received by the Company (in care of the Paying Agent) at the address set forth above. Surrender may be made by mail, hand delivery, or overnight courier. Please return the executed Letter of Transmittal AS SOON AS POSSIBLE. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE SURRENDERING UNITHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY (IN CARE OF THE PAYING AGENT). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. 3. Inadequate Space. If the space provided herein under Schedule of Ownership of Units Surrendered is inadequate, the number of Units surrendered should be listed on a separate signed schedule and attached hereto. 4. Signatures on Letter of Transmittal, Instrume nts of Transfer and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Units surrendered hereby, the signature(s) must correspond exactly with the name(s) entered into the books and records of the Company, without alteration, enlargement or any change whatsoever. If any of the Units surrendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the surrendered Units are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Units. If this Letter of Transmittal or instruments of transfer are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person s authority to so act must be submitted. 5. Transfer Taxes. Except as set forth in this Instruction 5, the Company will pay or cause to be paid any transfer taxes with respect to the surrender of Units to it or its 10

11 order. If, however, payment of the Merger Consideration is to made to any person other than the registered holder(s), or if surrendered Units are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the Merger Consideration unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted to the Company. EXCEPT AS PROVIDED IN THIS INSTRUCTION 5, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THIS LETTER OF TRANSMITTAL. 6. Taxpayer Identification Number and Backup Withholding. TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY UNITHOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE ); (B) SUCH DISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) UNITHOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Under U.S. federal income tax laws, as described in more detail hereunder, the Company (and the Paying Agent) are generally required to report any cash payment made to a Unitholder in exchange for Units to such Holder and to the Internal Revenue Service ( IRS ) and may be required to backup withhold a portion of any such payment. To avoid such backup withholding, a Unitholder that is a United States person for U.S. federal income tax purposes whose Units are submitted herewith should provide a properly completed IRS Form W-9, signed under penalties of perjury, including such Holder s correct Taxpayer Identification Number ( TIN ) (generally, such Unitholder s social security or federal employer identification number), along with certain other information, and certifying that the Unitholder is not subject to backup withholding. If such person does not have a TIN, the Unitholder should write Applied For in the space provided for the TIN. If such Unitholder does not provide a certified TIN by the time of payment, a backup withholding tax will be deducted from all cash payments made to the Unitholder. Note: Writing Applied For on the form means that the Unitholder has already applied for a TIN or that such Unitholder intends to apply for one in the near future. If the Company is not provided with the correct TIN or an adequate basis for an exemption, such Unitholder may be subject to a $50 penalty imposed by the IRS and backup withholding may be imposed upon the gross proceeds of any payment received hereunder. 11

12 Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the Unitholder s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. Exempt unitholders (including, among others, certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, to prevent possible erroneous backup withholding, an exempt unitholder that is a U.S. person should complete an IRS Form W-9. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit an applicable completed IRS Form W-8 ( Certificate of Foreign Status ) signed under penalties of perjury attesting to such exempt status. Such form may be obtained from the Company. IRS Forms W-9 and W-8 and instructions for completing such forms are available at the IRS website at If Units are held in more than one name or are not in the name of the actual owner, consult the IRS website at for instructions, consult the IRS website at for information on which TIN to report. If you do not have a TIN, consult the IRS website at for instructions on how to obtain one. Each Unitholder should consult its tax advisors for further guidance regarding the completion of IRS Form W-9 or IRS FormW-8 to claim exe mption from backup withholding. Each Unitholder that is a United States person should deliver with this Letter of Transmittal a properly executed affidavit of non-foreign status, certifying that such person is a United States person, in a manner that complies with Section 1445 of the Code and U.S. Treasury Regulation section (b)(2) (a Non-Foreign Affidavit ). If a Unitholder does not so deliver such a Non-Foreign Affidavit or is not a United States person, and the Paying Agent does not timely receive from such Unitholder (or, if applicable, from the Company) another properly executed statement or certificate (including a certificate that complies with U.S. Treasury Regulation section T) establishing an exception to withholding under Section 1445 of the Code in respect of payments under the Merger Agreement to such Unitholder, then the Paying Agent may withhold from the Merger Consideration payable to such Unitholder any required withholding tax under Section 1445 of the Code (generally, 10% of the amount realized for U.S. income tax purposes), which amount shall be treated as having been paid to such Unitholder for all purposes under the Merger Agreement. In the case of an individual person, a United States person is an individual that is not a nonresident alien for purposes of U.S. income taxation. In the case of an entity, a United States person is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Treasury Regulations). For purposes of withholding under Section 1445 of the Code, the owner of a disregarded entity (as determined for U.S. tax purposes) will be the transferor of the Units and must complete the Non-Foreign Affidavit, and not the disregarded entity. To prevent any such withholding, a Unitholder that is a United States person should, in the case of an individual person for U.S. income tax purposes, complete the attached Individual Non-Foreign Affidavit and, in the case of an entity for U.S. income tax purposes, complete the attached Entity Non-Foreign Affidavit. 12

13 Each Unitholder should consult its tax advisors for further guidance regarding the completion of the applicable Non-Foreign Affidavit or such other statement or certificate to claim exemption from withholding tax under Section 1445 of the Code. 7. Special Payment and Delivery Instructions. If the payment check is to be issued in the name of a person other than the signer of this Letter of Transmittal or if the payment check is to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. 8. Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to Ginger Covey Hohl, Muzak Holdings LLC, telephone: (803) ; ginger_coveyhohl@muzak.com. 9. Questions of Validity; Waiver. All questions as to the validity, form and acceptances of Letters of Transmittal and Units surrendered will be determined by the Company, which determination shall be final and binding. The Company reserves the right to waive any irregularities or defects in Letters of Transmittal and Units surrendered, and the Company s interpretations of the terms and conditions of the Merger Agreement and the Letter of Transmittal (including these instructions) shall be final and binding. Any irregularities in connection with the surrender of Units must be cured within such time as the Company shall determine unless waived. A surrender will not be deemed to have been made until all irregularities and defects have been cured or waived. 13

14 IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF (TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE COMPANY (IN CARE OF THE PAYING AGENT), BEFORE PAYMENT FOR YOUR UNITS CAN BE MADE. IMPORTANT UNITHOLDERS: SIGN HERE X: X: Signature(s) of Holder(s) (Signature must be guaranteed below by a bank, trust company or member firm of the New York Stock Exchange see Instruction 1) Dated:, 2011 (Must be signed by the registered holder(s) exactly as name(s) appear(s) on the books and records of the Company or by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneysin-fact, agents, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information. See Instruction 4.) Name(s): (Please Type or Print) Capacity (Full Title): (See Instruction 4) Address(es): (Inclu de Zi p Code ) Area Code and Telephone Number: Taxpayer Identification or Social Security Number(s): SIGNATURE GUARANTEED BY (See Instruction 1): Authorized Signature: Name of Firm Address of Firm 14

15 INDIVIDUAL NON-FOREIGN AFFIDAVIT CERTIFICATION OF NON-FOREIGN STATUS BY INDIVIDUAL Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that the withholding of tax is not required upon the disposition of a U.S. real property interest, I,, hereby certify the following: transferee name 1. I am not a nonresident alien for purposes of U.S. income taxation;; 2. My U.S. taxpayer identification number (Social Security number) is: - - ; and 3. My home address is: I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct, and complete. sign name Date: print name 15

16 ENTITY NON-FOREIGN AFFIDAVIT CERTIFICATION OF NON-FOREIGN STATUS BY AN ENTITY Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that the withholding of tax is not required upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf of (the Transferor ) transferee name 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Treasury Regulations); 2. The Transferor is not a disregarded entity as defined in Treasury Regulation Section (b)(2)(iii); 3. The U.S. employer identification number of the Transferor is: - and 4. The office address of the Transferor is The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief, it is true, correct, and complete and I further declare that I have authority to sign this document on behalf of the Transferor. sign name Date: print name and title 16