<Page>
                                                                     Exhibit 4.9


                              LETTER OF TRANSMITTAL

                             OFFER TO EXCHANGE UP TO
     $113,439,051 PRINCIPAL AMOUNT 11 1/2% SECURED NOTES DUE 2007, SERIES B
                           FOR ANY AND ALL OUTSTANDING
     $113,439,051 PRINCIPAL AMOUNT 11 1/2% SECURED NOTES DUE 2007, SERIES A
                                       OF
                          ABRAXAS PETROLEUM CORPORATION

                        PURSUANT TO THE OFFER TO EXCHANGE
                           DATED _______________, 2003


--------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
________________, 2003, UNLESS EXTENDED (THE "EXPIRATION TIME"). HOLDERS OF THE
11 1/2% Secured Notes due 2007, Series A ("OUTSTANDING NOTES") MUST TENDER THEIR
OUTSTANDING NOTES ON OR PRIOR TO THE EXPIRATION TIME IN ORDER TO PARTICIPATE IN
THE EXCHANGE OFFER AND RECEIVE THE EXCHANGE NOTES.

IF YOU TENDER YOUR OUTSTANDING NOTES, YOUR TENDER MAY NOT BE WITHDRAWN EXCEPT
UNDER CERTAIN VERY LIMITED CIRCUMSTANCES DESCRIBED IN THE SECTION ENTITLED "The
Series A/B Exchange Offer -- PROCEDURES FOR TENDERING OUTSTANDING NOTES --
Withdrawal Rights" ON PAGE __ OF THE OFFER TO EXCHANGE (AS IT MAY BE
SUPPLEMENTED FROM TIME TO TIME) THAT ACCOMPANIES THIS LETTER OF TRANSMITTAL (THE
"OFFER").

HOLDERS THAT DESIRE TO PARTICIPATE IN THE EXCHANGE OFFER ("NOTEHOLDERS") MUST
TENDER THEIR OUTSTANDING NOTES BY DELIVERING THIS LETTER OF TRANSMITTAL OR MUST
CAUSE AN AGENT'S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION TIME.
--------------------------------------------------------------------------------

<Table>
<Caption>
                                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                                                U.S. Bank, N.A.

<S>                                                                      <C>
   BY MAIL (WHETHER CERTIFIED OR REGISTERED):                             BY OVERNIGHT COURIER:

                 U.S. Bank, N.A.                                            U.S. Bank, N.A.
             180 East Fifth Street                                       180 East Fifth Street
              Saint Paul, MN 55101                                        Saint Paul, MN 55101
  Attn: Frank Leslie, Corporate Trust Services                Attn: Frank Leslie, Corporate Trust Services


  BY FACSIMILE(FOR ELIGIBLE INSTITUTIO ONLY):                             CONFIRM BY TELEPHONE:

               (651) 244-0711                                                (651) 244-8677

</Table>


<Page>

      As set forth in the Offer to Exchange dated ___________, 2003 (as it may
be supplemented from time to time, the "Offer") of Abraxas Petroleum
Corporation, a Nevada corporation ("Abraxas" or the "Company"), this Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer, the
"Exchange Offer") must be used to tender the Outstanding Notes in response to
the Company's offer to exchange $1,000 principal amount of 11 1/2% Secured Notes
due 2007, Series B (the "Exchange Notes"), for each $1,000 principAL amount of
Outstanding Notes tendered, if (i) certificates representing Outstanding Notes
are to be physically delivered to the Exchange Agent herewith by such
Noteholders; (ii) tender of Outstanding Notes is to be made by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company ("DTC")
pursuant to the procedures set forth under the caption "The Series A/B Exchange
Offer--Procedures for Tendering Outstanding Notes--ValiD Tender" in the Offer;
or (iii) tender of Outstanding Notes is to be made according to the guaranteed
delivery procedures set forth under the caption "The Series A/B Exchange
Offer--Procedures for Tendering Outstanding Notes--Guaranteed Delivery
Procedures" in thE Offer; and, in each case, instructions are not being
transmitted through the DTC Automated Tender Offer Program ("ATOP").

      Noteholders that are tendering by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender through ATOP for which the
transaction will be eligible. DTC participants that are accepting the Exchange
Offer must transmit their acceptance to DTC, which will verify the acceptance
and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC
will then send an agent's message to the Exchange Agent for its acceptance.
Delivery of the agent's message by DTC will satisfy the terms of the Exchange
Offer as to execution and delivery of a Letter of Transmittal by the participant
identified in the agent's message. DTC participants may also accept the Exchange
Offer by submitting a notice of guaranteed delivery through ATOP.

      If a Noteholder desires to tender Outstanding Notes and (i) such
Outstanding Notes are not lost but are not immediately available, (ii) time will
not permit the Noteholder's Outstanding Notes or other required documents to
reach the Exchange Agent before the Expiration Time, or (iii) the procedures for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if the following conditions are satisfied:

      o     the tender is made by or through an Eligible Institution;

      o     prior to the Expiration Time, the Exchange Agent receives from the
            Eligible Institution a properly completed Notice of Guaranteed
            Delivery (by telegram, telex, facsimile transmission, mail or hand
            delivery) substantially in the form the Company provides which sets
            forth the name and address of the Noteholder and the amount of the
            Outstanding Notes tendered; and

      o     a Letter of Transmittal (or a manually signed facsimile thereof),
            properly completed and validly executed with any required signature
            guarantees, or, in the case of a book-entry transfer, an agent's
            message, together with certificates for all Outstanding Notes in
            proper form for transfer (or a book-entry confirmation with respect
            to all tendered Outstanding Notes), and any other required documents
            are received by the Exchange Agent within two business days after
            the date of execution of the notice of guaranteed delivery. See
            Instruction 2.

      The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.

      All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Offer.




                                       2
<Page>

                           TENDER OF OUTSTANDING NOTES

/ /   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DELIVERY
      OF CERTIFICATES REPRESENTING THE OUTSTANDING NOTES TO THE EXCHANGE AGENT.

            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

/ /   CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
      BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
      WITH DTC AND COMPLETE THE FOLLOWING:


      Name of Tendering Institution __________________________________________

      DTC Account Number _____________________________________________________

      Transaction Code Number ________________________________________________


/ /   CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
      IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
      GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
      FOLLOWING:


      Name of Registered Owner(s)_____________________________________________

      Date of Execution of Notice of Guaranteed Delivery _____________________

      Name of Institution which Guaranteed Delivery___________________________

      If Delivered By Book-Entry Transfer:

      Name of Tendering Institution __________________________________________

      DTC Account Number _____________________________________________________

      Transaction Code Number ________________________________________________



                                       3
<Page>


                    DESCRIPTION OF OUTSTANDING NOTES TENDERED
      (MUST BE COMPLETED. IF SPACE IS INSUFFICIENT, PLEASE ATTACH A SIGNED
                            LIST IN THE FORM BELOW.)

<Table>
<Caption>

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

    NAME(S) AND ADDRESS(ES) OF REGISTERED        OUTSTANDING NOTE(S)                                     PRINCIPAL AMOUNT OF
                  HOLDER(S)                          CERTIFICATE        AGGREGATE PRINCIPAL AMOUNT        OUTSTANDING NOTES
                (PLEASE PRINT)                       NUMBER(S)*          OF OUTSTANDING NOTES HELD           TENDERED**
<S>                                              <C>                    <C>                              <C>

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


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


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


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


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


------------------------------------------------------------------------------------------------------------------------------
</Table>


*   Need not be completed by Book-Entry Holders
** Unless otherwise specified, the aggregate principal amount of all Outstanding
Notes held shall be deemed tendered.




                                       4
<Page>

                    PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tender(s) to Abraxas, upon the terms and subject to
the conditions set forth in the Offer, receipt of which is hereby acknowledged,
and in accordance with this Letter of Transmittal, the principal amount of
Outstanding Notes indicated in the table above entitled "Description of
Outstanding Notes Tendered" under the column heading "Principal Amount of
Outstanding Notes Tendered" in exchange for the Exchange Notes. The Exchange
Notes are substantially identical to the Outstanding Notes except that the
Exchange Notes will not contain the registration rights and liquidated damages
provisions contained in the Outstanding Notes. The Exchange Notes evidence the
same debt as the Outstanding Notes (which they replace). Capitalized terms used
but not defined herein have the respective meanings given such terms in the
Offer. The undersigned understand(s) that tender of Outstanding Notes may not be
withdrawn except under the circumstances described in the Offer.

      Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Outstanding Notes tendered herewith in
accordance with the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby sell(s), assign(s) and transfer(s) to, or upon the order
of, the Company, all right, title and interest in and to all of the Outstanding
Notes tendered hereby. The undersigned hereby irrevocably constitute(s) and
appoint(s) the Exchange Agent as true and lawful agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company) with respect to such Outstanding Notes, with full powers of
substitution and revocation (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (i) present such Outstanding
Notes and all evidences of transfer and authenticity to, or transfer ownership
of, such Outstanding Notes on the account books maintained by DTC to, or upon
the order of, the Company, (ii) present such Outstanding Notes for transfer of
ownership on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Outstanding Notes,
all in accordance with the terms and conditions of the Exchange Offer as
described in the Offer.

      In the event of a termination of the Exchange Offer, the Outstanding Notes
tendered pursuant to the Exchange Offer will be returned to the tendering
Noteholders promptly (or, in the case of Outstanding Notes tendered by
book-entry transfer, such Outstanding Notes will be credited to the account
maintained at DTC from which such Outstanding Notes were delivered). If the
Company reduces the principal amount of the Exchange Notes to be exchanged for
the Outstanding Notes, reduces the principal amount of the notes subject to the
Exchange Offer or is otherwise required by law to permit withdrawal, the Company
will disseminate additional Exchange Offer materials and extend such Exchange
Offer to the extent required by law.

      The undersigned understand(s) that tender of Outstanding Notes pursuant to
any of the procedures described in the Offer and in the instructions hereto and
acceptance of such Outstanding Notes by the Company will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Exchange Offer. For purposes of the Exchange Offer, the
undersigned understand(s) that validly tendered Outstanding Notes (or
defectively tendered Outstanding Notes with respect to which the Company has, or
has caused to be, waived such defect), will be deemed to have been accepted by
the Company if, as and when the Company gives oral or written notice thereof to
the Exchange Agent.

      The undersigned hereby represent(s) and warrant(s) that it has full power
and authority to tender, exchange, sell, assign and transfer the Outstanding
Notes tendered hereby, and that when such tendered Outstanding Notes are
accepted for purchase and payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim,
right or proxy. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, exchange, assignment and transfer of the
Outstanding Notes tendered hereby.


                                       5
<Page>

      All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the undersigned's death
or incapacity, and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, trustees in bankruptcy, personal and
legal representatives, successors and assigns of the undersigned.

      The undersigned understand(s) that the delivery and surrender of any
Outstanding Notes is not effective, and the risk of loss of the Outstanding
Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent
of this Letter of Transmittal (or a manually signed facsimile hereof), properly
completed and duly executed, together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Company.
All questions as to the form of all documents and the validity (including time
of receipt) and acceptance of tenders and withdrawals will be determined by the
Company, in its sole discretion, which determination shall be final and binding.
For purposes of the Exchange Offer, the Company will be deemed to have accepted
validly tendered Outstanding Notes if and when the Company gives notice to the
Exchange Agent.

      The undersigned understand(s) that notwithstanding any other provisions of
the Exchange Offer to the contrary, delivery of the Exchange Notes for
Outstanding Notes accepted for tender pursuant to the Exchange Offer will in all
cases be made only after timely receipt by the Exchange Agent of (a)
certificates for (or a timely book-entry confirmation with respect to) such
Outstanding Notes, (b) a Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and validly executed, with any required signature
guarantees, or, in the case of a book-entry transfer, an agent's message, and
(c) any other documents required by the applicable Letter of Transmittal and the
instructions thereto. Accordingly, tendering Noteholders whose certificates for
Outstanding Notes or book-entry confirmation with respect to such Outstanding
Notes are actually received by the Exchange Agent after the Expiration Time may
be paid later than other tendering Noteholders. Under no circumstances will
interest be paid on the Exchange Notes to be paid by the Company because of any
delay in making such delivery or otherwise.

      Unless otherwise indicated herein under "Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that the Exchange Notes and any
Outstanding Notes representing principal amounts not tendered or not accepted
for purchase be issued in the name(s) of, and delivered to, the undersigned at
the address indicated under "Description of Outstanding Notes Tendered" above
(and in the case of Outstanding Notes tendered by book-entry transfer, by credit
to the account of DTC).

      In the event that the "Special Issuance/Delivery Instructions" box is
completed, the undersigned hereby request(s) that the Exchange Notes and any
Outstanding Notes representing principal amounts not tendered or not accepted
for purchase be issued in the name(s) of, and be delivered to, the person(s) at
the address(es) therein indicated. The undersigned recognize(s) that the Company
has no obligation pursuant to the "Special Issuance/Delivery Instructions" box
to transfer any Outstanding Notes from the names of the registered Noteholder(s)
thereof if the Company does not accept for purchase any of the principal amount
of such Outstanding Notes so tendered.



                                       6
<Page>

<Table>
<Caption>

                                   SIGNATURES

<S>                                             <C>
____________________________________________________________________________________________


Signature guaranteed by:                        Dated:_______________________________, 200__
(See Instruction 1)


______________________________________          ____________________________________________
Authorized Signature                            Signature of Noteholder or Authorized
                                                Representative (See Instruction 1)



______________________________________          ____________________________________________
Name of Eligible Institution                    Name of Noteholder (please print or type)
(please print or type)



______________________________________          ____________________________________________
Address (please print or type)                  Name of Authorized Representative, if
                                                applicable (please print or type)



______________________________________          ____________________________________________
City, State/Province, Country,                  Area Code and Telephone No.
Postal Code (Please print or type)              (please print or type)



                                                ____________________________________________
                                                Social Insurance Number or Taxpayer
                                                Identification Number or Social Security
                                                Number of U.S. Resident

____________________________________________________________________________________________

</Table>

<Page>


                     SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS


                            SPECIAL ISSUANCE/DELIVERY
                                  INSTRUCTIONS
                        (See Instructions 1, 4, 5 and 6)

To be completed ONLY if Exchange Notes or Outstanding Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name of, or transferred to, someone other than the undersigned. Issue / transfer
to:


Name:
      ------------------------------
             (Please Print)

Address: __________________________________

___________________________________________

___________________________________________
          (Include Postal Code)

U.S. Residents/Citizens must provide their Social Security Number or Tax Payer
Identification Number here:


________________________________________




                          DEPOSIT PURSUANT TO NOTICE OF
                               GUARANTEED DELIVERY
                               (See Instruction 1)

[ ] Check here only if Outstanding 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): ________________________________

Date of Execution of Notice of Guaranteed Delivery: __________________________

Name of Eligible Institution which Guaranteed Delivery:

________________________________



                            SPECIAL ISSUANCE/DELIVERY
                                  INSTRUCTIONS
                        (See Instructions 1, 4, 5 and 6)

To be completed ONLY if Exchange Notes or Outstanding Notes representing
principal amounts not tendered or not accepted for purchase be sent to someone
other than the undersigned or to the undersigned at an address other than that
appearing under "Description of Outstanding Notes Tendered" above, or are to be
held by the Exchange Agent for pick-up by the undersigned or by any person
designated by the undersigned in writing.

Send to:


Name: ______________________________
             (Please Print)

Address: ___________________________

         ___________________________

         ___________________________
            (Include Postal Code)

[ ] Hold for pick-up at the office at which the Tendered Notes were deposited,
against counter receipt.


                                       8

<Page>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1. SIGNATURE GUARANTEES. Signatures on this Letter of Transmittal must be
guaranteed by an Eligible Institution, unless the Outstanding Notes tendered
hereby are tendered by a registered Noteholder (or by a participant in DTC whose
name appears on a security position listing as the owner of such Outstanding
Notes) that has not completed any of the boxes entitled "Special
Issuance/Delivery Instructions" on this Letter of Transmittal or for the account
of an Eligible Institution. If the Outstanding Notes are registered in the name
of a person other than the signer of this Letter of Transmittal or if
Outstanding Notes not accepted for payment or not tendered are to be returned to
a person other than the registered Noteholder, then the signatures on this
Letter of Transmittal accompanying the tendered Outstanding Notes must be
guaranteed by an Eligible Institution as described above. See Instruction 4.

      2. DELIVERY OF LETTER OF TRANSMITTAL AND OUTSTANDING NOTES. This Letter of
Transmittal is to be completed by Noteholders if (i) certificates representing
Outstanding Notes are to be physically delivered to the Exchange Agent herewith
by such Noteholders; (ii) tender of Outstanding Notes is to be made by
book-entry transfer to the Exchange Agent's account at DTC pursuant to the
procedures set forth under the caption "The Series A/B Exchange
Offer--Procedures for Tendering Outstanding Notes--Valid Tender" in the Offer;
or (iii) tender of Outstanding Notes is to be made according to the guaranteed
delivery procedures set forth under the caption "The Series A/B Exchange
Offer--Procedures for Tendering Outstanding Notes--Guaranteed Delivery
Procedures" in the Offer; and, in each case instructions are not being
transmitted through ATOP. All physically delivered Outstanding Notes, or a
confirmation of a book-entry transfer into the Exchange Agent's account at DTC
of all Outstanding Notes delivered electronically, as well as a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth herein on or prior to
the Expiration Time, or the tendering Noteholder must comply with the guaranteed
delivery procedures set forth below. Delivery of documents to DTC or the Company
does not constitute delivery to the Exchange Agent.

      If a Noteholder desires to tender the Outstanding Notes pursuant to the
Exchange Offer and (i) the Noteholder's Outstanding Notes are not lost but are
not immediately available, (ii) time will not permit the Noteholder's
Outstanding Notes or other required documents to reach the Exchange Agent before
the Expiration Time, or (iii) the procedures for book-entry transfer cannot be
completed, on or prior to the Expiration Time, then such Noteholder must tender
such Outstanding Notes pursuant to the guaranteed delivery procedures set forth
under the caption "The Series A/B Exchange Offer--Procedures for Tendering
Outstanding Notes--Guaranteed Delivery Procedures" in the Offer. Pursuant to
such procedures (i) such tender must be made by or through an Eligible
Institution, (ii) the Exchange Agent must receive from the Eligible Institution
a properly completed Notice of Guaranteed Delivery (by telegram, telex,
facsimile transmission, mail or hand delivery), substantially in the form
provided by the Company, which sets forth the name and address of the Noteholder
and the amount of the Outstanding Notes tendered, prior to the Expiration Time,
and (iii) the Exchange Agent must receive a Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and validly executed with any
required signature guarantees, or, in the case of a book-entry transfer, an
agent's message, together with certificates for all Outstanding Notes in proper
form for transfer (or a book-entry confirmation with respect to all tendered
Outstanding Notes), and any other required documents within two business days
after the date of execution of the Notice of Guaranteed Delivery.

      The method of delivery of this Letter of Transmittal, the Outstanding
Notes and all other required documents, including delivery through DTC and any
acceptance of agent's message delivered through ATOP, is at the option and risk
of the tendering Noteholder. Instead of delivery by mail, we recommend that the
undersigned use(s) an overnight or hand delivery service. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed for such documents
to reach the Exchange Agent prior to the Expiration Time. Except as otherwise
provided in this Instruction 2, delivery will be deemed made only when actually
received by the Exchange Agent.


                                       9
<Page>

      No alternative, conditional or contingent tenders will be accepted. All
tendering Noteholders, by execution of this Letter of Transmittal (or a
facsimile thereof), waive any right to receive any notice of the acceptance of
their Outstanding Notes for payment.

      3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Outstanding Notes
should be listed on a separate signed schedule attached hereto.

      4. SIGNATURES ON LETTER OF TRANSMITTAL, INSTRUMENTS OF TRANSFER AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
Noteholder(s) of the Outstanding Notes tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
is signed by a participant in DTC whose name is shown as the owner of the
Outstanding Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Outstanding Notes.

      If any of the Outstanding Notes tendered hereby are registered in the name
of two or more Noteholders, all such Noteholders must sign this Letter of
Transmittal. If any of the Outstanding Notes tendered hereby are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are different
registrations of certificates.

      If this Letter of Transmittal or any Outstanding Notes or instrument of
transfer is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, 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.

      When this Letter of Transmittal is signed by the registered Noteholders of
the Outstanding Notes listed and transmitted hereby, no endorsements of
Outstanding Notes or separate instruments of transfer are required unless
payment is to be made, or Outstanding Notes not tendered or purchased are to be
issued, to a person other than the registered Noteholders, in which case
signatures on such Outstanding Notes or instruments of transfer must be
guaranteed by a recognized member of the Medallion Signature Guarantee Program.

      If this Letter of Transmittal is signed other than by the registered
Noteholders listed, the Outstanding Notes must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the name
or names of the registered Noteholders appear on the Outstanding Notes and
signatures on such Outstanding Notes or instruments of transfer are required and
must be guaranteed by an Eligible Institution.

      5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for
unpurchased or untendered Outstanding Notes are to be issued in the name of a
person other than the signer of this Letter of Transmittal, or if such
Outstanding Notes are to be returned to someone other than the signer of this
Letter of Transmittal or to an address other than that shown above, the
appropriate "Special Issuance/Delivery Instructions" boxes on this Letter of
Transmittal should be completed. All Outstanding Notes tendered by book-entry
transfer and not accepted for payment will be returned by crediting the account
at DTC designated above as the account for which such Outstanding Notes were
delivered or by sending certificates for such Outstanding Notes to the tendering
Noteholder, as applicable.

      6. TRANSFER TAXES. Except as set forth in this Instruction 6, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Outstanding Notes to it, or to its order, pursuant to the Exchange
Offer. If payment of the Exchange Notes is to be made to, or if Outstanding
Notes not tendered or purchased are to be registered in the name of, any persons
other than the registered owners, or if tendered Outstanding Notes are
registered in the name of any persons other than the persons signing this Letter
of Transmittal, the amount of any transfer taxes (whether imposed on the
registered Noteholder or such other person) payable on account of the transfer
to such other person shall be deducted from the Exchange Notes unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.

                                       10
<Page>

      7. WAIVER OF CONDITIONS. The conditions of the Exchange Offer may be
amended or waived by the Company, in whole or in part, at any time and from time
to time in the Company's sole discretion, in the case of any Outstanding Notes
tendered.

      8. SUBSTITUTE FORM W-9. Each tendering Noteholder (or other payee) is
required to provide the Exchange Agent with a correct taxpayer identification
number ("TIN"), generally the Noteholder's Social Security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided under "Important Tax Information" below, and to certify
that the Noteholder (or other payee) is not subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering Noteholder (or other payee) to a $50 penalty imposed by the Internal
Revenue Service and 31% federal income tax backup withholding on the payment of
the Exchange Notes. The box in Part 3 of the Substitute Form W-9 may be checked
if the tendering Noteholder (or other payee) has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 3 is checked and the Exchange Agent is not provided with a TIN by the
time of payment, the Exchange Agent will withhold 31% on all such payments of
the Exchange Notes until a TIN is provided to the Exchange Agent.

      9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer, this Letter of Transmittal or
the Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the
telephone number and location listed above. A Noteholder may also contact such
Noteholder's broker, dealer, commercial bank or trust company or nominee for
assistance concerning the Exchange Offer.

      IMPORTANT: This Letter of Transmittal (or a facsimile hereof), together
with Outstanding Notes and all other required documents or the Notice of
Guaranteed Delivery, must be received by the Exchange Agent at or prior to the
Expiration Time in order to receive the Exchange Notes.

                            IMPORTANT TAX INFORMATION

      Under federal income tax law, a Noteholder whose tendered Outstanding
Notes are accepted for payment or exchange is required to provide the Exchange
Agent with such Noteholder's current TIN on Substitute Form W-9 below. If such
Noteholder is an individual, the TIN is his or her Social Security number. If
the Exchange Agent is not provided with the correct TIN, the Noteholder or other
payee may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, any Exchange Notes paid to such Noteholder or other payee with
respect to Outstanding Notes pursuant to the Exchange Offer may be subject to
31% backup withholding tax.

      Certain Noteholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Noteholder must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8 (a "Form W-8"), signed under
penalties of perjury, attesting to that individual's exempt status. A Form W-8
can be obtained from the Exchange Agent.

      If backup withholding applies, the Exchange Agent is required to withhold
31% of any Exchange Notes paid to the Noteholder or other payee. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.


                                       11
<Page>

PURPOSE OF SUBSTITUTE FORM W-9

      To prevent backup withholding on any Exchange Notes paid to a Noteholder
or other payee with respect to Outstanding Notes purchased pursuant to the
Exchange Offer, the Noteholder is required to notify the Exchange Agent of the
Noteholder's current TIN (or the TIN of any other payee) by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Noteholder is awaiting a TIN), and that (i) the Noteholder has not
been notified by the Internal Revenue Service that the Noteholder is subject to
backup withholding as a result of failure to report all interest or dividends or
(ii) the Internal Revenue Service has notified the Noteholder that the
Noteholder is no longer subject to backup withholding.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

      The Noteholder is required to give the Exchange Agent the TIN (e.g.,
Social Security number or Employer Identification Number) of the record owner of
the Outstanding Notes.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

      If the tendering Noteholder has not been issued a TIN and has applied for
a number or intends to apply for a number in the near future, check the box
"Awaiting TIN" provided in Part 2 on Substitute Form W-9, sign and date the form
and the Certificate of Awaiting Taxpayer Identification Number and return them
to the Exchange Agent. If such certificate is completed and the Exchange Agent
is not provided with the TIN within 60 days, the Exchange Agent will withhold
31% of all payments made thereafter until a TIN is provided to the Exchange
Agent.



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___________________________________________________________________________________________________________________

PAYER'S NAME:  U.S. BANK, N.A.
___________________________________________________________________________________________________________________
<S>                                           <C>                                   <C>

            SUBSTITUTE                   Part 1--PLEASE PROVIDE YOUR                   Social Security Number
             FORM W-9                    TIN IN THE BOX AT RIGHT AND
    Department of the Treasury           CERTIFY BY SIGNING AND DATING              ______________________________
     Internal Revenue Service            BELOW.                                                  OR
                                                                                        Employer Identification
                                                                                               Number

                                                                                    ______________________________
                                         _________________________________________________________________________
                                         Name as shown on account (if joint,  list first and circle
   Payor's Request for Taxpayer          name of the person or entity whose number you enter above.
  Identification Number ("TIN")          Name (Please Print) _____________________________________________________
        and Certification

                                         Address _________________________________________________________________


                                         _________________________________________________________________________
                                         City                           State                        Zip Code


                                         Part 2--Awaiting TIN [ ]
___________________________________________________________________________________________________________________

Part 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct
TIN (or a TIN has not been issued to me but I have mailed or delivered an application to receive a TIN or intend to do
so in the near future), (2) I am not subject to backup withholding because I am exempt from backup withholding, 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 the IRS has notified me that I am no longer subject to backup
withholding, and (3) all other information provided on this form is true, correct and complete.


Signature ____________________________________________        Date ___________________________________


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-reported interest or dividends on your tax return and you have not been advised by the
IRS that such backup withholding has been terminated.
___________________________________________________________________________________________________________________


                  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING.

                               YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
                                CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9


___________________________________________________________________________________________________________________

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under the penalties of perjury that a taxpayer identification number has not been issued to me, and either
(a) 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 (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of
all reportable payments made to me thereafter will be withheld until I provide a number.


___________________________________________             ___________________________________
                 Signature                                              Date

___________________________________________________________________________________________________________________

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