<PAGE>

                              LETTER OF TRANSMITTAL

                            ALAMOSA (DELAWARE), INC.

                             OFFER FOR $150,000,000
                          13-5/8% SENIOR NOTES DUE 2011
                                 IN EXCHANGE FOR
                          13-5/8% SENIOR NOTES DUE 2011
                        WHICH HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED

                   PURSUANT TO THE PROSPECTUS, DATED [ ], 2001

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 TENDERS MAY BE WITHDRAWN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

                  The Exchange Agent for the Exchange Offer is:

                        Wells Fargo Bank Minnesota, N.A.

<TABLE>
<CAPTION>
By Registered & Certified Mail:   By Regular Mail or Overnight    In Person by Hand Only:
                                  Courier:
<S>                               <C>                             <C>
WELLS FARGO BANK                  WELLS FARGO BANK                WELLS FARGO BANK
MINNESOTA, N.A.                   MINNESOTA, N.A.                 MINNESOTA, N.A.
Corporate Trust Operations        Corporate Trust Operations      12th Floor - Northstar East Building
MAC N9303-110                     MAC N9303-110                   Corporate Trust Services
PO Box 1517                       Sixth & Marquette Avenue        608 Second Avenue South
Minneapolis, MN  55480            Minneapolis, MN  55479          Minneapolis, MN
</TABLE>

                 By Facsimile (for Eligible Institutions only):
                                 (612) 667-4927

                  For Information or Confirmation by Telephone:
                                 (800) 344-5128

          DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

<PAGE>

          The undersigned acknowledges that he or she has received the
Prospectus, dated [        ] (the "Prospectus"), of Alamosa (Delaware), Inc., a
Delaware corporation (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange an aggregate principal amount of $150,000,000 of the Company's
13-5/8% Senior Notes due 2011 (the "Exchange Notes") which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for like
principal amounts of the Company's issued and outstanding 13-5/8% Senior Notes
due 2011 (the "Original Notes") from the registered holders thereof (the
"Holders").

          For each Original Note accepted for exchange, the Holder of such
Original Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Original Note. The Exchange Notes will bear interest
from the most recent date to which interest has been paid on the Original Notes
exchanged therefor or, if no interest has been paid on such Original Notes, from
August 15, 2001. Accordingly, registered holders of Exchange Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date on which interest has been paid or, if no interest has been paid,
from August 15, 2001. Original Notes accepted for exchange will cease to accrue
interest from and after the date of consummation of the Exchange Offer. Holders
of Original Notes whose Original Notes are accepted for exchange will not
receive any payment in respect of accrued interest on such Original Notes
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.

          This Letter is to be completed by a Holder of Original Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Original Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
"The Exchange Offer -- Book-Entry Transfers" section of the Prospectus. Holders
of Original Notes whose certificates are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender of
their Original Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents required
by this Letter to the Exchange Agent on or prior to the Expiration Date, must
tender their Original Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1.

          DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

          The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

                                        2
<PAGE>

          List below the Original Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Original Notes should be listed on a separate signed schedule affixed hereto.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                 DESCRIPTION OF ORIGINAL NOTES
---------------------------------------------------------------------------------------------------------------------------
              NAME(S) AND ADDRESS(ES) OF                                        AGGREGATE PRINCIPAL         PRINCIPAL
                 REGISTERED HOLDER(S)                        CERTIFICATE              AMOUNT                  AMOUNT
              (PLEASE FILL IN, IF BLANK)                     NUMBER(S)*             REPRESENTED             TENDERED**
---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                    <C>                     <C>
                                                  -------------------------------------------------------------------------

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

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

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

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

                                                  -------------------------------------------------------------------------
                                                    TOTAL
                                                  -------------------------------------------------------------------------

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

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution _____________________________________________
     Account Number _________________ Transaction Code Number __________________

[ ]  CHECK HERE IF TENDERED ORIGINAL 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 _____________________________
     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING: ______________
     Account Number _________________ Transaction Code Number __________________

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.
     Name:______________________________________________________________________

-------------------
     *   Need not be completed if Original Notes are being tendered by
         book-entry transfer.

     **  Unless otherwise indicated in this column, a holder will be deemed to
         have tendered ALL of the Original Notes represented by the Original
         Notes indicated in column 2. See Instruction 2. Original Notes tendered
         hereby must be in denominations of principal amount of $1,000 and any
         integral multiple thereof. See Instruction 1.

                                        3

<PAGE>

     Address:___________________________________________________________________

          If the undersigned is not a broker-dealer, the undersigned represents
that it acquired the Exchange Notes in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and has no arrangements or understandings with any person to participate
in a distribution of Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Original Notes,
it represents that the Original Notes to be exchanged for Exchange Notes were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                                        4
<PAGE>

               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

          Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Original Notes as are being tendered hereby.

          The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact
with respect to such tendered Original Notes, with full power of substitution,
among other things, to cause the Original Notes to be assigned, transferred and
exchanged. The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Original
Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered
Original Notes, and that, when the same are accepted for exchange, the Company
will acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim when
the same are accepted by the Company. The undersigned hereby further represents
that any Exchange Notes acquired in exchange for Original Notes tendered hereby
will have been acquired in the ordinary course of business of the person
receiving such Exchange Notes, whether or not such person is the undersigned,
that neither the Holder of such Original Notes nor any such other person is
participating in, intends to participate in or has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and that neither the Holder of such Original Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company.

          The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Original Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is an"affiliate"
of the Company within the meaning of Rule 405 under the Securities Act), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such Holders' business and such Holders have no arrangement with any
person to participate in the distribution of such Exchange Notes. However, the
SEC has not considered the Exchange Offer in the context of a no-action letter
and there can be no assurance that the staff of the SEC would make a similar
determination with respect to the Exchange Offer as in other circumstances. If
the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and has no arrangement or understanding to participate in a distribution
of Exchange Notes. If any Holder is an affiliate of the Company, or is engaged
in or intends to engage in or has any arrangement or understanding with respect
to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, such Holder (i) could not rely on the applicable interpretations
of the staff of the SEC and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it represents
that the Original Notes to be exchanged for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus meeting the requirements of the
Securities Act, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

          The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal Rights" section of the Prospectus.

                                        5
<PAGE>

          Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please deliver the Exchange Notes (and, if
applicable, substitute certificates representing Original Notes for any Original
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Original Notes, please credit the account indicated above
maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions" below, please
send the Exchange Notes (and, if applicable, substitute certificates
representing Original Notes for any Original Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of
Original Notes."

          THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

                                        6
<PAGE>

                          SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

          To be completed ONLY if certificates for Original Notes not exchanged
and/or Ex change Notes are to be sent to someone other than the person or
persons whose signature(s) appear(s) on this Letter above or to such person or
persons at an address other than shown in the box entitled "Description of
Original Notes" on this Letter above.

Mail Exchange Notes and/or Original Notes to:


Name(s)
       -------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

       -------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

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

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

       -------------------------------------------------------------------------
                                                              (ZIP CODE)

                         (COMPLETE SUBSTITUTE FORM W-9)

[ ]  Credit unexchanged Original Notes delivered by book-entry transfer to the
     Book-Entry Transfer Facility account set forth below.

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

BOOK-ENTRY TRANSFER FACILITY
(ACCOUNT NUMBER, IF APPLICABLE)


                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

           To be completed ONLY if certificates for Original Notes not exchanged
and/or Exchange Notes are to be issued in the name of and sent to someone other
than the person or persons whose signature(s) appear(s) on this Letter above, or
if Original Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the ac count indicated above.

Issue Exchange Notes and/or Original Notes to:

Name(s)
       -------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

       -------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

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

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

       -------------------------------------------------------------------------
                                                              (ZIP CODE)

                                       7
<PAGE>

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR
THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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

--------------------------------------------------------------------------------
                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)
                (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)


X____________________________________________________     ________________, 2001


X____________________________________________________     ________________, 2001
                 (SIGNATURE(S) OF OWNER)                        (DATE)

Area Code and Telephone Number:  ____________________________________

     If a holder is tendering any Original Notes, this Letter must be signed by
the registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Original Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.

Name(s):    ____________________________________________________________________
                             (PLEASE TYPE OR PRINT)
Capacity:   ____________________________________________________________________

Address:    ____________________________________________________________________

            ____________________________________________________________________
                              (INCLUDING ZIP CODE)


                               SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)

Signature(s) Guaranteed by an Eligible Institution:

________________________________________________________________________________
                             (AUTHORIZED SIGNATURE)

________________________________________________________________________________
                                     (TITLE)

________________________________________________________________________________
                                 (NAME AND FIRM)

Dated: _____________________ , 2001


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

                                        8
<PAGE>

                                  INSTRUCTIONS

                            ALAMOSA (DELAWARE), INC.

            FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
                 OFFER FOR THE 13-5/8% SENIOR NOTES DUE 2011 IN
                 EXCHANGE FOR THE 13-5/8% SENIOR NOTES DUE 2011
               WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
        OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS, DATED [     ]

1.  DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

    This Letter is to be completed by Holders of Original Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer -- Book-Entry Transfers" section of the Prospectus. Certificates for all
physically tendered Original Notes, or Book- Entry Confirmation, as the case may
be, as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Original Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

    Holders whose certificates for Original Notes are not immediately available
or who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis, may tender their Original
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined herein), (ii) prior to 5:00 p.m., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Letter (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Original Notes and the amount of Original Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the Expiration
Date, the certificates for all physically tendered Original Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and any
other documents required by this Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Original Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter, must be received by the Exchange Agent within three NYSE trading days
after the Expiration Date.

    The method of delivery of this Letter, the Original Notes and all other
required documents is at the election and risk of the tendering Holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Original Notes are sent by mail, it is suggested that the
mailing be registered mail, properly insured, with return receipt requested,
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

    See "The Exchange Offer" section of the Prospectus.

2.  PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
    TRANSFER).

    If less than all of the Original Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Original Notes to be tendered in the box above entitled
"Description of Original Notes -- Principal Amount Tendered." A reissued
certificate representing the balance of

                                        9
<PAGE>

nontendered Original Notes will be sent to such tendering Holder, unless
otherwise provided in the appropriate box on this Letter, promptly after the
Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3.  SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
    SIGNATURES.

    If this Letter is signed by the registered Holder of the Original Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.

    If any tendered Original Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.

    If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.

    When this Letter is signed by the registered Holder or Holders of the
Original Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Original 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.

    If this Letter is signed by a person other than the registered Holder or
Holders 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 or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

    If this Letter 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 Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.

    Endorsements on certificates for Original Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm that is a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchanges Medallion Program (each an "Eligible Institution").

    Signatures on this Letter need not be guaranteed by an Eligible Institution,
provided the Original Notes are tendered: (i) by a registered Holder of Original
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the Holder of such Original Notes) who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter, or (ii) for the account of an Eligible Institution.

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

    Tendering Holders of Original Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and or substitute certificates evidencing Original Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Noteholders tendering Original Notes by book-entry transfer may
request that Original Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such Holder may designate hereon. If no
such instructions are given, such Original Notes not exchanged will be returned
to the name and address of the person signing this Letter.

                                       10
<PAGE>

5.  TAXPAYER IDENTIFICATION NUMBER.

    Federal income tax law generally requires that a tendering Holder whose
Original Notes are accepted for exchange must provide the Company (as payor)
with such Holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, which in the case of a tendering Holder who is an individual, is
his or her social security number. If the Company is not provided with the
current TIN or an adequate basis for an exemption from backup withholding, such
tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, the Exchange Agent may be required to withhold 30.5% (or,
for payments made after December 31, 2001, the maximum backup withholding rate
then in effect) of the amount of any reportable payments made after the exchange
to such tendering Holder of Exchange Notes. If withholding results in an
overpayment of taxes, a refund may be obtained.

    Exempt Holders of Original Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

    To prevent backup withholding, each tendering Holder of Original Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying, under penalties of perjury, that the TIN provided is correct (or
that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the Internal
Revenue Service that such Holder is subject to backup withholding as a result of
a failure to report all interest or dividends or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer subject to backup
withholding. If the tendering Holder of Original Notes is a nonresident alien or
foreign entity not subject to backup withholding, such Holder must give the
Exchange Agent a completed Form W-8BEN "Certificate of Beneficial Owner for
United States Tax Withholding" or other appropriate Form W-8 such as (i) Form
W-8ECI "Certificate of Foreign Person's Claim for Exemption from Withholding on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States"; (ii) Form W-8 IMY "Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax
Withholding"; or (iii) Form W-8EXP "Certificate of Foreign Government or Other
Foreign Organization for United States Tax Withholding". These forms may be
obtained from the Exchange Agent. If the Original Notes are in more than one
name or are not in the name of the actual owner, such Holder should consult the
W-9 Guidelines for information on which TIN to report. If such Holder does not
have a TIN, such Holder should consult the W-9 Guidelines for instructions on
applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write
"applied for" in lieu of its TIN. Note: Checking this box and writing "applied
for" on the form means that such Holder has already applied for a TIN or that
such Holder intends to apply for one in the near future. If the box in Part 2 of
the Substitute Form W-9 is checked, the Exchange Agent will retain 30.5% (or,
for payments made after December 31, 2001, the maximum backup withholding rate
then in effect) of reportable payments made to a Holder during the sixty (60)
day period following the date of the Substitute Form W-9. If the Holder
furnishes the Exchange Agent with his or her TIN within sixty (60) days of the
Substitute Form W-9, the Exchange Agent will remit such amounts retained during
such sixty (60) day period to such Holder and no further amounts will be
retained or withheld from payments made to the Holder thereafter. If, however,
such Holder does not provide its TIN to the Exchange Agent within such sixty
(60) day period, the Exchange Agent will remit such previously withheld amounts
to the Internal Revenue Service as backup withholding and will withhold 30.5%
(or, for payments made after December 31, 2001, the maximum backup withholding
rate then in effect) of all reportable payments to the Holder thereafter until
such Holder furnishes its TIN to the Exchange Agent.

6.  TRANSFER TAXES.

    The Company will pay all transfer taxes, if any, applicable to the transfer
of Original Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Original Notes not exchanged 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 Original Notes tendered hereby, or if tendered
Original Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Original Notes to the Company or its 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.

                                       11
<PAGE>

    EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS
LETTER.

7.  WAIVER OF CONDITIONS.

    The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.

8.  NO CONDITIONAL TENDERS.

    No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Original Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Original
Notes for exchange.

    Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Notes nor shall any of them incur any liability for failure to give any such
notice.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

    Any Holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.

10. WITHDRAWAL RIGHTS.

    Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.

    For a withdrawal of a tender of Original Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any
such notice of withdrawal must (i) specify the name of the person having
tendered the Original Notes to be withdrawn (the "Depositor"), (ii) identify the
Original Notes to be withdrawn (including certificate number or numbers and the
principal amount of such Original Notes), (iii) contain a statement that such
Holder is withdrawing his election to have such Original Notes exchanged, (iv)
be signed by the Holder in the same manner as the original signature on the
Letter by which such Original Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer to have the
Trustee with respect to the Original Notes register the transfer of such
Original Notes in the name of the person withdrawing the tender and (v) specify
the name in which such Original Notes are registered, if different from that of
the Depositor. If Original Notes have been tendered pursuant to the procedure
for book-entry transfer set forth in "The Exchange Offer -- Book-Entry
Transfers" section of the Prospectus, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Original Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties. Any
Original Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer and no Exchange Notes will be issued
with respect thereto unless the Original Notes so withdrawn are validly
retendered. Any Original Notes that have been tendered for exchange but which
are not exchanged for any reason will be returned to the Holder thereof without
cost to such Holder (or, in the case of Original Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures set forth in "The Exchange Offer
-- Book-Entry Transfers" section of the Prospectus, such Original Notes will be
credited to an account maintained with the Book-Entry Transfer Facility for the
Original Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Original Notes may be
retendered by following the procedures described above at any time on or prior
to 5:00 p.m., New York City time, on the Expiration Date.

                                       12
<PAGE>

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

    Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the Exchange
Agent, at the address and telephone number indicated above.

                                       13
<PAGE>

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              WHO ARE U.S. PERSONS
                     NONRESIDENT ALIENS AND FOREIGN ENTITIES
                    SHOULD COMPLETE THE APPROPRIATE FORM W-8
                               (SEE INSTRUCTION 5)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                    PAYER'S NAME: WELLS FARGO BANK MINNESOTA, N.A.
------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                                            <C>
SUBSTITUTE                      PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
                                RIGHT AND CERTIFY BY SIGNING AND DATING                        ___________________
FORM W-9                        BELOW
DEPARTMENT OF THE TREASURY                                                                    Social Security Number
INTERNAL REVENUE SERVICE                                                                      (If awaiting TIN write
                                                                                                  "Applied For")

PAYER'S REQUEST FOR                                                                                     OR
TAXPAYER IDENTIFICATION                                                                        ___________________
NUMBER ("TIN")
                                                                                  Employer Identification Number (If awaiting
                                                                                             TIN write "Applied For")
                                ----------------------------------------------------------------------------------------------
                                PART 2--CERTIFICATE--Under penalties of perjury, I certify that:
                                (1)  The number shown on this form is my correct Taxpayer Identification Number (or I am
                                     waiting for a number to be issued for me), AND
                                (2)  I am not subject to backup withholding because: (a) I am exempt from backup
                                     withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS")
                                     that I am subject to backup withholding as a result of a failure to report all interest
                                     or dividends, or (c) the IRS has notified me that I am no longer subject to backup
                                     withhold ing, AND
                                (3) I am a U.S. Person (including a U.S. resident alien).
                                ----------------------------------------------------------------------------------------------
                                CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the
                                IRS that you are currently subject to backup withholding because of under- reporting interest
                                or dividends on your tax returns. However, if after being notified by the IRS that you are no
                                longer subject to backup withholding, you receive another notification from the IRS that you
                                are no longer subject to backup withholding, do not cross out such item (2). (Also see
                                instructions in the enclosed Guidelines).

                                SIGNATURE                                      DATE                                     , 2001
                                          ------------------------------------      ------------------------------------

                                PART 3--Awaiting TIN  [ ]
SIGNATURE                                                                 DATE                                       , 2001
          ---------------------------------------------------------------      --------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE:     FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
          WITHHOLDING OF 30.5% (OR, FOR PAYMENTS MADE AFTER DECEMBER 31, 2001,
          THE MAXIMUM BACKUP WITHHOLDING RATE THEN IN EFFECT) OF ANY CASH
          PAYMENTS MADE TO YOU PURSUANT OFFER. PLEASE REVIEW THE ENCLOSED
          GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
          SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

          YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
          PART 3 OF THE SUBSTITUTE FORM W-9.

--------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, either (1) I have mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number by the time of payment, 30.5% (or, for
payments made after December 31, 2001, the maximum backup withholding rate then
in effect) of all reportable cash payments made to me thereafter may be
withheld, but that such amounts may be refunded to me if I then provide a
Taxpayer Identification Number within 60 days.

Signature ______________________________________ Date:__________________________

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

          Questions and requests for assistance or additional copies of this
Letter of Transmittal, the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 or the Information Statement
enclosed herewith may be directed to the Exchange Agent at the address and
telephone number indicated above.

                                       14


