
                                                                   Exhibit 99.1
                                                                   ------------




                               DENNY'S CORPORATION
                             DENNY'S HOLDINGS, INC.


                              LETTER OF TRANSMITTAL

                                For Tender of All
             Outstanding Unregistered 12 3/4% Senior Notes Due 2007
                  for Registered 12 3/4% Senior Notes Due 2007

                 Pursuant to the Prospectus Dated ________, 200_


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    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______,
    2003, UNLESS EXTENDED (THE  "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
    PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
--------------------------------------------------------------------------------


                 PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY

         If you want to accept the Exchange Offer, this Letter of Transmittal
must be completed, signed and timely submitted to U.S. Bank National Association
(the "Exchange Agent") as follows:

         By Mail or Hand Delivery:  U.S. Bank National Association
                                    180 East 5th Street
                                    St. Paul, Minnesota 55101
                                    Attn.: Specialized Finance Department

         Facsimile Transmission:    (651) 244-1537
         Confirm 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 number other than as set forth above
will not constitute a valid delivery.

         For any questions regarding this Letter of Transmittal or for any
additional information, you may contact the Exchange Agent by telephone at (651)
244-0721.

         This Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, holders of outstanding unregistered 12 3/4% Senior Notes
Due 2007 in any jurisdiction in which the making or acceptance of this Exchange
Offer would not be in compliance with the laws of such jurisdiction.


<PAGE>


                               General Information

         The Prospectus dated ________, 200_ (the "Prospectus") of Denny's
Corporation and Denny's Holdings, Inc. (collectively, the "Issuers") and this
Letter of Transmittal (the "Letter of Transmittal") together constitute the
Issuers' offer to exchange (the "Exchange Offer") their outstanding unregistered
12 3/4% Senior Notes Due 2007 (the "Old Notes") for new 12 3/4% Senior Notes Due
2007 that are registered under the Securities Act of 1933, as amended (the "New
Notes"). For each Old Note accepted for exchange, the holder of such Old Note
will receive a New Note having a principal amount equal to that of the
surrendered Old Note; provided, however, tenders of Old Notes must be in a
minimum principal amount of $1,000 or an integral multiple of $1,000 in excess
thereof. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.

         The form and terms of the New Notes will be identical in all material
respects to the form and terms of the Old Notes except that (i) the New Notes
will be registered under the Securities Act and, therefore, the New Notes will
not bear legends restricting their transfer, and (ii) holders of the New Notes
will not be entitled to certain rights under the note exchange and registration
rights agreement (the "Exchange and Registration Rights Agreement") that each
holder entered into with the Issuers. Holders whose Old Notes are accepted for
exchange will not receive any interest accrued on the Old Notes at the time of
the exchange. See "The Exchange Offer--Interest on the New Notes" in the
Prospectus.

         This Letter of Transmittal is to be completed by all holders of Old
Notes wishing to participate in the Exchange Offer. This Letter of Transmittal,
together with the certificates representing the Old Notes, are to be forwarded
directly to U.S. Bank National Association (the "Exchange Agent").

         The Issuers reserve the right, at any time and from time to time, to
extend the Exchange Offer, in which case the term "Expiration Date" means the
latest date and time to which the Exchange Offer is extended. In order to extend
the Exchange Offer, the Issuers will notify the Exchange Agent by oral or
written notice and will issue a press release or other public announcement of
such extension, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date. The Exchange Offer
is not conditioned upon any minimum aggregate principal amount of Old Notes
being tendered or accepted for exchange. However, the Exchange Offer is subject
to certain conditions. See "The Exchange Offer -- Conditions of the Exchange
Offer" in the Prospectus.

         Holders who wish to tender their Old Notes but who cannot, prior to
5:00 p.m., New York City time, on the Expiration Date deliver their Old Notes,
this Letter of Transmittal or any other required documents to the Exchange Agent
may effect a tender of Old Notes by complying with the guaranteed delivery
procedures set forth in Instruction 1 attached to this Letter of Transmittal.

         Holders of OLD Notes should CAREFULLY READ THE REMAINDER OF THIS LETTER
OF TRANSMITTAL, complete the appropriate boxes below and sign this Letter of
Transmittal to indicate the action the holders elect to take with respect to the
Exchange Offer.

                                       2

<PAGE>


                               Tender of Old Notes

Ladies and Gentlemen:

         The undersigned hereby acknowledges receipt of the Prospectus dated
______, 200_. Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Issuers the Old Notes described in
Box I (Description of Tendered Notes) (the "Tendered Notes"). The undersigned is
the registered owner of all the Tendered Notes, and the undersigned represents
that, to the extent it is not the beneficial owner of the Tendered Notes, it has
received from each beneficial owner of the Tendered Notes (a "Beneficial Owner")
a duly completed and executed form of "Instructions to Registered Holder from
Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal. Subject
to, and effective upon, the acceptance for exchange of the Tendered Notes, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Issuers all right, title and interest in and to the Tendered Notes.

         The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Issuers) with respect to the
Tendered Notes with the full power of substitution to (i) deliver certificates
for the Tendered Notes to the Issuers and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Issuers, (ii) present
the Tendered Notes for transfer on the books of the Issuers and (iii) receive
for the account of the Issuers all benefits and otherwise exercise all rights of
beneficial ownership of the Tendered Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be an
irrevocable power coupled with an interest.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to surrender, tender, sell, assign and transfer the
Tendered Notes and that the Issuers will acquire good and unencumbered title to
the Tendered Notes, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sale agreements or other
obligations relating to their sale and transfer and not subject to any adverse
claim when the same are accepted by the Issuers. The undersigned further
represents and warrants to the Issuers that (i) the information set forth in Box
II (Beneficial Owner(s)) is correct, (ii) any New Notes to be received by the
undersigned and any Beneficial Owner in exchange for the Tendered Notes will be
acquired in the ordinary course of business and for investment purposes of the
undersigned and such Beneficial Owner, (iii) neither the undersigned nor any
Beneficial Owner is engaged in or intends to engage in and has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act of 1933, as amended (the "Securities Act")) of the
New Notes; (iv) neither the undersigned nor any Beneficial Owner is a
broker-dealer who purchased the Tendered Notes directly from the Issuers for
resale pursuant to Ruled 144A or any other available exemption under the
Securities Act, and (v) neither the undersigned nor any Beneficial Owner is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act.

         The undersigned agrees that acceptance of any Tendered Notes by the
Issuers and the issuance of New Notes in exchange therefor will constitute
performance in full by the Issuers of their obligations under the Exchange and
Registration Rights Agreement and that the Issuers will have no further
obligations or liabilities thereunder, except as expressly provided therein.

         The undersigned and each Beneficial Owner also acknowledge as follows:
The Exchange Offer is being made in reliance on existing interpretations of the
Securities Act by the staff of the Securities and Exchange Commission (the
"Commission") set forth in several "no-action" letters to third parties and
unrelated to the Issuers and the Exchange Offer and, based on such
interpretations, the Issuers believe that the New Notes may be offered for
resale, resold and otherwise transferred by the holders thereof (other than any
such holder which is an "affiliate" of the Issuers within the meaning of Rule
405 under the Securities Act) without further compliance with the registration
and prospectus delivery provisions of the Securities Act; provided that such New
Notes are acquired in the ordinary course of such holders' business for
investment purposes and such holders are not engaged in and do not intend to
engage in and have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
such New Notes. Any holder that is an affiliate of the Issuers or that intends
to


                                       3

<PAGE>

participate in the Exchange Offer for the purpose of distributing the New
Notes (i) will not be able to rely on the interpretation by the staff of the
Commission set forth in the above-mentioned "no action" letters, (ii) will not
be able to tender its Old Notes in the Exchange Offer and (iii) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer transaction unless such sale or transfer is
made pursuant to an exemption from such requirements. Failure to comply with
such requirements may result in such holder incurring liability under the
Securities Act for which the holder is not indemnified by the Issuers. The
undersigned and each Beneficial Owner acknowledge that the Issuers have not
sought or received their own "no action" letter with respect to the Exchange
Offer, and that there can be no assurance that if the Issuers did seek its own
"no-action" letter, that the staff of the Commission would make a similar
determination with respect to this Exchange Offer.

         The undersigned further acknowledges that the Issuers may rely upon
each of the foregoing representations and covenants for purposes of the Exchange
Offer.

         The undersigned and each Beneficial Owner will, upon request, execute
and deliver any additional documents deemed by the Issuers or the Exchange Agent
to be necessary or desirable to complete the sale, assignment and transfer of
the Tendered Notes. All authority conferred or agreed to be conferred in this
Letter of Transmittal and every obligation of the undersigned and each
Beneficial Owner hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and such Beneficial Owner, and shall not be affected by, and
shall survive the death or incapacity of, the undersigned and such Beneficial
Owner.

         For purposes of the Exchange Offer, the Issuers shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuers have given
written notice thereof to the Exchange Agent.

         The undersigned understands that tenders of the Old Notes pursuant to
the procedures described in the Prospectus under "The Exchange Offer --
Procedures for Tendering" and in the Instructions in this Letter of Transmittal
will constitute a binding agreement between the undersigned and the Issuers in
accordance with the terms and subject to the conditions set forth herein and in
the Prospectus. The undersigned recognizes that under certain circumstances set
forth in the Prospectus under "The Exchange Offer -- Conditions of the Exchange
Offer" the Issuers will not be required to accept the Tendered Notes for
exchange. In addition, the undersigned understands that the undersigned may
withdraw its tender of Old Notes only as set forth in the Prospectus under "The
Exchange Offer -- Withdrawal of Tenders." Tendered Notes not accepted for
exchange or that have been withdrawn will be returned, without expense, to the
undersigned as promptly as practicable after the Expiration Date, in the manner
set forth in the next succeeding paragraph.

         Unless otherwise indicated in Box IV (Special Issuance Instructions),
certificates for the New Notes (and, if applicable, substitute certificates
representing any Old Notes not exchanged) should be issued in the name of the
undersigned. Similarly, unless otherwise indicated in Box V (Special Delivery
Instructions), certificates for the New Notes (and, if applicable, substitute
certificates representing Old Notes not exchanged) should be sent to the
undersigned at the address indicated in Box I (Description of Tendered Notes).



                                       4
<PAGE>


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

<TABLE>
<CAPTION>

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

                                                             BOX I
                                                DESCRIPTION OF TENDERED NOTES*



                                                                               Aggregate
                                                                            Principal Amount                 Aggregate
          Name(s) and Address(es) of Old                  Certificate        Represented by                  Principal
          Note Holder(s), exactly as name(s)              Number(s)            Principal                       Amount
          appear(s) on Old Note Certificate(s)           of Old Notes        Certificate(s)                   Tendered**
          <C>                                            <C>                <C>                              <C>







                                                                Total

</TABLE>


*        List the Old Notes to which this Letter of Transmittal relates. If the
         space provided is inadequate, the certificate numbers and principal
         amount of Old Notes should be listed on a separate signed schedule
         attached hereto.
**       Tenders of Old Notes must be in a minimum principal amount of $1,000 or
         an integral multiple of $1,000 in excess thereof. Unless otherwise
         indicated in this column, a holder will be deemed to have tendered ALL
         of the Old Notes represented by the certificate(s) set forth above. See
         Instruction 2.

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

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

<TABLE>
                                       BOX II
                                 BENEFICIAL OWNER(S)

    State of Principal Residence of                    Principal Amount of Tendered Notes Held
    Each Beneficial Owner of Tendered Notes            for Account of Beneficial Owner
    <C>                                                <C>

</TABLE>
--------------------------------------------------------------------------------

                                       5

<PAGE>



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

                                    BOX III
                               METHOD OF DELIVERY
                               (See Instruction 1)

|_|      CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.

|_|      CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
         OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
         COMPLETE THE FOLLOWING:
         Name(s) of Registered Holder(s)----------------------------------

         Window Ticket Number (if any)------------------------------------

         Date of Execution of Notice of Guaranteed Delivery---------------

         Name of Institution which guaranteed delivery--------------------


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

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

                                     BOX IV
                          SPECIAL ISSUANCE INSTRUCTIONS
                           (See Instructions 3 and 4)

         To be completed ONLY if certificates for New Notes and/or certificates
for Old Notes not exchanged are to be issued in the name of someone other than
the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box
VI (Signature).

Issue:   New Notes issued and/or Old Notes not exchanged to:

Name(s)-------------------------------------------------------------------
                             (Please Type or Print)

       -------------------------------------------------------------------
                             (Please Type or Print)

Address(es)---------------------------------------------------------------

           ---------------------------------------------------------------
                                  (Zip Code)

Taxpayer Identification Number or Social Security Number------------------

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


                                       6

<PAGE>



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

                                      BOX V
                          SPECIAL DELIVERY INSTRUCTIONS
                           (See Instructions 3 and 4)

         To be completed ONLY if certificates for New Notes and/or certificates
for Old Notes not exchanged are to be sent to someone other than the person(s)
whose signature(s) appear(s) on this Letter of Transmittal in Box VI (Signature)
at the address(es) indicated in Box I (Description of Tendered Notes).

Send:    New Notes and/or Old Notes not exchanged to:

Name(s)------------------------------------------------------------------
                             (Please Type or Print)

       ------------------------------------------------------------------
                             (Please Type or Print)


Address(es)--------------------------------------------------------------

           --------------------------------------------------------------
                                    (Zip Code)

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

                                       7

<PAGE>

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

                                     BOX VI
               SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS
                           (See Instructions 1 and 3)
            In addition, Substitute Form W-9 on the following page must be
completed and signed.

                                                                        , 200__
         --------------------------               ----------------------

                                                                        , 200__
         --------------------------               -----------------------

                                                                        , 200__
         --------------------------               -----------------------
   Signature(s) by Tendering Holder(s)                     Date

Area Code and Telephone Number-------------------------------------------

         For any Tendered Notes, this Letter of Transmittal must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Tendered Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents submitted 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
full title and the other information indicated below and, unless waived by the
Issuers, submit herewith evidence satisfactory to the Issuers of authority to so
act. See Instruction 3.

Name(s)------------------------------------------------------------------

       ------------------------------------------------------------------
                             (Please Type or Print)

Capacity-----------------------------------------------------------------

Address(es)--------------------------------------------------------------

           --------------------------------------------------------------
                              (Including Zip Code)

Area Code and Telephone Number-------------------------------------------

Tax Identification Number or Social Security Number----------------------

                               SIGNATURE GUARANTEE
                         (if required by Instruction 3)

Signature(s) Guaranteed by
an Eligible Institution         -----------------------------------------
                                          (Authorized Name)

                                -----------------------------------------
                                             (Print Name)

                                -----------------------------------------
                                               (Title)

                                -----------------------------------------
                                   (Name of Firm -- Must be an Eligible
                                   Institution as defined in Instruction 3)

                                -----------------------------------------
                                               (Address)

                                -----------------------------------------
                                     (Area Code and Telephone Number)

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

                                       8

<PAGE>

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

                       PAYORS' NAMES: DENNY'S CORPORATION
                                      HOLDINGS, INC.*

                              Name (if joint names, list first and circle the
                              name of the person or entity whose number you
                              enter in Part 1 below. See instructions if your
                              name has changed).

                              --------------------------------------------
                              Address

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

SUBSTITUTE                    City, State and ZIP Code

 Form W-9                     --------------------------------------------


                              List account number(s) here (optional)

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


Department of the Treasury    Part 1--PLEASE PROVIDE YOUR      Social Security
                              TAXPAYER IDENTIFICATION          or TIN
Number Internal Revenue       NUMBER ("TIN") IN THE BOX
Service                       AT RIGHT AND CERTIFY BY
                              SIGNING AND DATING BELOW.


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

                              Part 2--Check the box if you are NOT subject to
                              backup  withholding under the provisions of
                              section  3406(a)(1)(C) of the Internal Revenue
                              Code because (1) you have not been notified  that
                              you are subject to backup withholding as a result
                              of failure to report all interest or dividends or
                              (2) the Internal Revenue Service has notified you
                              that you are no longer subject to backup
                              withholding. |_|

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

                              Part 3--CERTIFICATION--UNDER THE PENALTIES OR
                              PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED
                              ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
                              Awaiting TIN |_|

                              SIGNATURE                       DATE
                                       -------------------         -------


*See Instruction 5.

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


Note:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
----     WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE 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
SUBSTITUTE FORM W-9 ABOVE.



          CERTIFICATE OF TAXPAYER AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (i) 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 (ii) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor, a portion of payments
made to me pursuant to the Exchange Offer shall be retained until I provide a
taxpayer identification number to the payor and that, if I do not provide my
taxpayer identification number within sixty (60) days, such retained amounts
shall be remitted to the Internal Revenue Service as a backup withholding and
all reportable payments made to me thereafter will be subject to backup
withholding until I provide a number.


SIGNATURE                                                  DATE
         --------------------------------------------           ----------

-------------------------------------------------------------------------------
                                       9

<PAGE>


                               DENNY'S CORPORATION
                             DENNY'S HOLDINGS, INC.

                      INSTRUCTIONS TO LETTER OF TRANSMITTAL
                    FORMING PART OF THE TERMS AND CONDITIONS
                              OF THE EXCHANGE OFFER

         1. Delivery of this Letter of Transmittal and Tendered Notes;
Guaranteed  Delivery  Procedures. This Letter of Transmittal is to be completed
by all holders of Old Notes wishing to participate in the Exchange Offer.

         A properly completed and duly executed Letter of Transmittal (or
manually signed facsimile hereof), certificates representing the Old Notes
tendered and all other documents required by this Letter of Transmittal must be
received by the Exchange Agent at the address set forth on the front cover and
back cover hereof prior to 5:00 p.m., New York City time, on the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below.

         Holders who wish to tender their Old Notes but who cannot, prior to
5:00 p.m., New York City time, on the Expiration Date deliver their Old Notes,
this Letter of Transmittal or any other documents required by this Letter of
Transmittal to the Exchange Agent may effect a tender of Old Notes by complying
with the guaranteed delivery procedures set forth in the instructions to the
Notice of Guaranteed Delivery accompanying this Letter of Transmittal. Pursuant
to such procedures, (a) the tender must be made through an Eligible Institution
(as defined in Instruction 3); (b) prior to 5:00 p.m., New York City time, on
the Expiration Date, the Exchange Agent must have received from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed Delivery
(by facsimile transmission, registered or certified mail or hand delivery)
setting forth the name and address of the tendering holder, the certificate
number(s) of the Tendered Notes and the principal amount of the Tendered Notes,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after the Expiration Date, the
certificates(s) representing the Tendered Notes and this Letter of Transmittal
(or a facsimile thereof), and any other documents required by this Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent; and (c) the certificates(s) representing the Tendered Notes in proper
form for transfer and this Letter of Transmittal (or a facsimile thereof), and
all other documents required by this Letter of Transmittal are received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date.

         The method of delivery of this Letter of Transmittal, the Tendered
Notes and all other required documents is at the election and risk of the
tendering holders. The delivery will be deemed made only when actually received
or confirmed by the Exchange Agent. As an alternative to delivery by mail,
holders may wish to consider overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure delivery to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.

         See the discussion set forth under "The Exchange Offer" in the
Prospectus.

         2. Tender by Registered Holder; Instructions to Beneficial Holders;
Partial Tenders. Only a holder in whose name Old Notes are registered may
execute and deliver this Letter of Transmittal and tender Old Notes in the
Exchange Offer. Any beneficial owner whose Old Notes are registered in the name
of a broker, dealer, commercial bank, trust, company or other nominee and who
wishes to tender such Old Notes should (i) contact such registered holder
promptly and instruct such registered holder to tender Old Notes on such
beneficial owner's behalf, (ii) properly complete and duly execute the form of
"Instructions to Registered Holder From Beneficial Owner" accompanying this
Letter of Transmittal and (iii) timely deliver the form to such registered
holder. The Issuers, the Exchange Agent and the transfer and registrar for the
Old Notes shall be entitled to rely upon all representations, warranties,
covenants and instructions given or made by such registered holder and/or such
beneficial owner. If such beneficial owner wishes to tender Old Notes on its own
behalf, such beneficial owner must, prior to completing and executing this
Letter of Transmittal and delivering its Old Notes, either make appropriate
arrangements to

                                       10

<PAGE>

register ownership of the Old Notes in such beneficial owner's name or obtain a
properly completed bond power from the registered holder. Any such transfer of
registered ownership may take considerable time.

         Tendered Notes must be in a minimum principal amount of $1,000 or an
integral multiple of $1,000 in excess thereof. If less than the entire principal
amount of the Old Notes evidenced by a submitted certificate are to be tendered,
the tendering holder(s) should indicate the aggregate principal amount of
Tendered Notes in Box I (Description of Tendered Notes) under the caption
"Aggregate Principal Amount Tendered." The entire principal amount of Old Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of Old Notes is not tendered
for exchange, then (i) unless otherwise indicated in Box IV (Special Issuance
Instructions), certificates evidencing New Notes and untendered Old Notes will
be issued in the name of the person signing this Letter of Transmittal and (ii)
unless otherwise indicated in Box V (Special Delivery Instructions), such
certificates will be sent to the person signing this Letter of Transmittal at
the address indicated in Box I (Description of Tendered Notes).

         3. Signatures on this Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder of the Tendered Notes, the signature must correspond
exactly with the name(s) as written on the face of the certificates for the
Tendered Notes without any change whatsoever. If any Old Notes that are tendered
are owned of record by two or more joint owners, all owners must sign this
Letter of Transmittal. If any Tendered Notes are registered in different names
on several certificates, the holders must complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.

         When this Letter of Transmittal is signed by the registered holder(s)
of the Tendered Notes and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued
or any untendered Old Notes are to be reissued to a person other than the
registered holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution (as defined below).

         If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate bond powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) and signatures on each such endorsement or bond power must be
guaranteed by an Eligible Institution.

         If this Letter of Transmittal or any certificates or bond powers 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, evidence satisfactory to the Issuers of their authority to so act
must be submitted with this Letter of Transmittal.

         Endorsements on certificates for Tendered Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm that is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., or is a savings institution, commercial
bank or trust company having an office or correspondent in the United States, or
is otherwise an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in
each case, a member of a recognized signature guarantee program (i.e.,
Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program
or New York Stock Exchange Medallion Signature Program) (an "Eligible
Institution").

         Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution if the Old Notes are tendered by: (i) the registered holder
thereof who has not completed Box IV (Special Issuance Instructions) or Box V
(Special Delivery Instructions) on this Letter of Transmittal or (ii) an
Eligible Institution.

         4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable boxes the name and address to which New Notes issued
pursuant to the Exchange Offer and/or

                                       11

<PAGE>

substitute certificates evidencing untendered Old Notes are to be issued or
sent if different from the name or address of the holder signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification number or social security number of the person named must also
be indicated. If no such instructions are given, certificates evidencing New
Notes and untendered Old Notes will be returned to the person signing this
Letter of Transmittal at the address indicated in Box I (Description of
Tendered Notes).

         5. Tax Identification Number. Federal income tax law requires a holder
whose Old Notes are accepted for exchange to provide the Issuers as payors with
a Substitute Form W-9, which contains, among other things, the holder's Taxpayer
Identification Number ("TIN"). In the case of an individual the TIN is his or
her social security number, and in the case of an entity the TIN is typically
the employer identification number. If the holder is a nonresident alien or a
foreign entity not subject to backup withholding, the holder must furnish the
Issuers with a Form W-8, Certificate of Foreign Status in order to avoid backup
withholding. If the holder does not furnish the Issuers a Substitute Form W-9
(with a valid TIN), or other documentation establishing that the holder is
eligible for an exemption from backup withholding, the holder will be subject to
backup withholding upon the delivery of the New Notes and receipt of any
reportable payments made by the Issuers after the exchange. In addition, failure
to furnish the Substitute Form W-9, or other documentation establishing an
exemption from backup withholding, may subject the holder to penalties.

         If a holder otherwise subject to backup withholding does not have a
TIN, it should consult its tax advisor and apply for a TIN. If such a holder
does not apply for a TIN, it will be subject to backup withholding under the
rules outlined above. If the holder has applied for a TIN or intends to do so in
the near future, the holder should indicate that it has "applied for" a TIN on
the Substitute Form W-9. If the holder fails to furnish the Issuers with a TIN
within 60 days of filing the Substitute Form W-9, the Issuers will apply backup
withholding to all payments due to the holder.

         6. Transfer Taxes. The Issuers will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute notes for untendered
Old Notes are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered holder of the Old Notes, or if the Old
Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the transfer of Old Notes to the Issuers or their order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

         Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to Old Notes that are tendered.

         7. Waiver of Conditions.  The Issuers  reserve the absolute right
to amend,  waive or modify any or all conditions relating to the Exchange Offer
set forth in the Prospectus.

         8. No Conditional  Tenders.  No alternative, conditional,
irregular or contingent tenders will be accepted.  All holders of Old Notes,
by execution of this Letter of  Transmittal,  shall waive any right to receive
notice of the acceptance of their Old Notes for exchange.

         9. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address set forth on the front cover and back cover hereof for
further instructions.

         10. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Notes will be determined by the Issuers in their sole discretion, which
determination will be final and binding. The Issuers reserve the absolute right
to reject any and all Old Notes not properly tendered or any Old Notes the
acceptance of which would, in the opinion of counsel for the Issuers, be
unlawful. The Issuers also reserve the right in their sole discretion to

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waive any defects, irregularities or conditions of tender as to any Old Notes.
The Issuers' interpretation of the terms and conditions of the Exchange Offer
(including the Instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with Tendered Notes must be cured within such time as the Issuers
shall determine. Although the Issuers intend to notify holders of defects or
irregularities with respect to tenders of Old Notes, neither the Issuers, the
Exchange Agent nor any other person shall incur any liability for failure to
give such notification. Tenders of Old Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as promptly as practicable following the
Expiration Date.

         11. Acceptance of Tendered Notes and Issuance of Notes; Return of
Notes. Subject to the terms and conditions of the Exchange Offer, the Issuers
will accept for exchange all validly tendered Old Notes as promptly as
practicable after the Expiration Date and will issue New Notes therefor as
promptly as practicable thereafter. For purposes of the Exchange Offer, the
Issuers shall be deemed to have accepted validly Tendered Notes when, as and if
the Issuers have given oral or written notice thereof to the Exchange Agent. If
any Tendered Notes are not accepted for exchange for any reason, such
unexchanged Tendered Notes will be returned, without expense, to the person
signing this Letter of Transmittal at the address indicated in Box I
(Description of Tendered Notes).

         12. Withdrawal.  Old Notes that are  tendered may be withdrawn
only pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer -- Withdrawal of Tenders."

         13. Requests for Assistance or Additional Copies. Questions relating to
the procedures for tendering, as well as requests for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery,
may be directed to the Exchange Agent at the address and telephone number set
forth on the front cover and back cover hereof.

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                         U.S. Bank National Association,
                              as Exchange Agent


             By Mail or Hand Delivery:    U.S. Bank National Association
                                          180 East 5th Street
                                          St. Paul, Minnesota 55101
                                          Attn.: Specialized Finance Department


             Facsimile Transmission:      (651) 244-1537
             Confirm by Telephone:        (800) 934-6802





