<PAGE>
                             LETTER OF TRANSMITTAL

                                     [LOGO]


              Offer to Exchange 12 3/4% Senior Euro Notes Due 2008
          Which Have Been Registered Under the Securities Act of 1933
                          for any and all outstanding
  12 3/4% Senior Euro Notes Due 2008 Which Have Not Been Registered Under the
                             Securities Act of 1933
               Pursuant to the Prospectus, dated August 30, 2000



--------------------------------------------------------------------------------
    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
(10:00 P.M., LONDON TIME), ON OCTOBER 4, 2000, UNLESS EXTENDED (THE
    "EXPIRATION DATE"). TENDERS FOR EXCHANGE MAY BE WITHDRAWN PRIOR TO
    5:00 P.M., NEW YORK CITY TIME (10:00 P.M., LONDON TIME), ON THE EXPIRATION
    DATE.

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


               DELIVERY TO: The Bank of New York, EXCHANGE AGENT
                                FOR DTC PORTION



<TABLE>
<S>                               <C>                               <C>
     BY REGISTERED MAIL OR               BY HAND DELIVERY:               FOR INFORMATION CALL:
       OVERNIGHT CARRIER:                                                    (212) 815-6331

      The Bank of New York              The Bank of New York         FACSIMILE TRANSMISSION NUMBER:
101 Barclay Street, Floor 7 East         101 Barclay Street                  (212) 815-6339
    New York, New York 10286      Corporate Trust Services Window
Attention: Santino Ginocchietti             Ground Level                 CONFIRM BY TELEPHONE:
     Reorganization Section           New York, New York 10286               (212) 815-6331
                                  Attention: Santino Ginocchietti
                                       Reorganization Section
</TABLE>



                      FOR EUROCLEAR OR CLEARSTREAM PORTION



<TABLE>
<S>                                                 <C>
       BY REGISTERED MAIL, HAND DELIVERY OR                       FOR INFORMATION CALL:
                OVERNIGHT CARRIER:                                011 44 207 964-7284 or
                                                                   011 44 207 964-7235

               The Bank of New York                           FACSIMILE TRANSMISSION NUMBER:
                Lower Ground Floor                                011 44 207 964-6369 or
                 30 Cannon Street                                  011 44 207 964-7294
                      London
                     EC4M 6XH                                     CONFIRM BY TELEPHONE:
             Attention: Linda Read or                             011 44 207 964-7284 or
                   Emma Wilkes                                     011 44 207 964-7235
</TABLE>


  DELIVERY OF THIS LETTER OF TRANSMITTAL 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.

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX BELOW
<PAGE>

    The undersigned acknowledges that he, she or it has received and reviewed
this Letter of Transmittal and the Prospectus, dated August 30, 2000 (the
"Prospectus"), of Viatel, Inc., a Delaware corporation (the "Company" or the
"Issuer"), relating to its offer to exchange up to [EURO]300,000,000 aggregate
principal amount of its 12 3/4% Senior Euro Notes Due 2008 (the "Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 12 3/4% Senior Euro Notes Due 2008 (the "Existing Notes") from the
registered holders thereof. The Prospectus and this Letter of Transmittal
together constitute the Company's offer to exchange (the "Exchange Offer") its
Exchange Notes, which are to be deposited with a custodian for, and registered
in the name of, The Depository Trust Company ("DTC"), Euroclear or Clearstream
(formerly Cedelbank), as the case may be (each a "Book-Entry Transfer
Facility"), or any of their respective nominees, for a like principal amount of
Existing Notes which have been deposited with a custodian for, and registered in
the name of, DTC, Euroclear or Clearstream, as the case may be, or any of their
respective nominees, from the registered holders thereof (the "Holders").


    For each Existing Note accepted for exchange, the Holder of such Existing
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Existing Note. The Exchange Notes will bear interest from the
most recent date to which interest has been paid on the Existing Notes or, if no
interest has been paid on the Existing Notes, from April 20, 2000. 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 to which interest has been
paid or, if no interest has been paid, from April 20, 2000. Existing Notes
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Holders of Existing Notes whose Existing
Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such Existing Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.


    This Letter of Transmittal is to be completed by a Holder of Existing Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Existing Notes, if available, is to be made by book-entry
transfer or electronic transmission to the account maintained by the Exchange
Agent at DTC, Euroclear or Clearstream, as the case may be, pursuant to the
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
Prospectus. Holders of Existing Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Existing Notes into the Exchange Agent's account
at the applicable Book-Entry Transfer Facility (a "Book-Entry Confirmation") and
all other documents required by this Letter of Transmittal to the Exchange Agent
on or prior to the Expiration Date, must tender their Existing 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 applicable Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.



    If you hold your position through Euroclear or Clearstream, any letter of
transmittal for a tender for exchange with respect to the Existing Notes held at
Euroclear or Clearstream must be completed by the direct accountholder in
Euroclear or Clearstream. In lieu of delivery of a letter of transmittal to the
exchange agent, the direct accountholder in Euroclear or Clearstream may deliver
to Euroclear or Clearstream, in accord with Euroclear's and Clearstream's
standard procedures, a computer-generated message in which the direct
accountholder of the Existing Notes agrees to be bound by the terms of the
letter of transmittal.



    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.

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                <C>
                                     DESCRIPTION OF EXISTING NOTES
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                        (1)                (2)                (3)
                                                                        AGGREGATE
                                        NAME(S) AND ADDRESS(ES)         PRINCIPAL          PRINCIPAL
                                        OF REGISTERECERTIFICATE         AMOUNT OF           AMOUNT
                                       (PLEASE FILL NUMBER(S)*NK)   EXISTING NOTE(S)      TENDERED**
--------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>                <C>

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

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

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

*   Need not be completed if Existing 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 Existing Notes represented by the Existing Notes
    indicated in column 2. See Instruction 2. Existing Notes tendered hereby
    must be in a principal amount of [EURO]1,000 or any integral multiple
    thereof. See Instruction 1.


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


    Name of Tendering Institution ______________________________________________

    Name of Book-Entry Transfer Facility (DTC, Euroclear or Clearstream) _______

    Account Number _____________________________________________________________
    Transaction Code Number ____________________________________________________
/ /  CHECK HERE IF TENDERED EXISTING 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:


    Name of Book-Entry Transfer Facility (DTC, Euroclear or Clearstream) _______

    Account Number _____________________________________________________________
    Transaction Code Number ____________________________________________________

/ /  CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF
    THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO RECEIVE,
    AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF
    ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 180 DAYS AFTER THE EXPIRATION
    DATE, AND COMPLETE THE FOLLOWING:


    Name: ______________________________________________________________________
    Address: ___________________________________________________________________

    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. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Existing Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
and represents 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 representing and by delivering such a prospectus the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If the undersigned is a broker-dealer that will
receive Exchange Notes, it represents that the Existing Notes to be exchanged
for the Exchange Notes were acquired as a result of market-making activities or
other trading activities. In addition, such broker-dealer represents that it is
not acting on behalf of any person who could not truthfully make the foregoing
representations.


                    NOTE: SIGNATURES MUST BE PROVIDED BELOW

<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
Existing Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Existing 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 Existing 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 Existing Notes, with full power of substitution, among
other things, to cause the Existing 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 Existing
Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered
Existing Notes, and that, when such Existing Notes 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 and warrants that any Exchange Notes acquired in exchange for
Existing 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 Existing 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
(within the meaning of the Securities Act) of Existing Notes or Exchange Notes,
that neither the Holder of such Existing Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
and that neither the Holder of such Existing Notes nor such other person is
acting on behalf of any person who could not truthfully make the foregoing
representations and warranties.

    The undersigned acknowledges that the 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 Existing Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder that is a
broker-dealer or 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 Holder's business, at
the time of commencement of the Exchange Offer such Holder has no arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes, and such Holder is not engaged in, and does not intend to engage in, a
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 the undersigned is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Existing Notes, it represents that the Existing
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 SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the Exchange Notes (other than
a resale of Exchange Notes received in exchange for an unsold allotment from the
original sale of the Existing Notes) with the Prospectus. The Prospectus, as it
may be amended or supplemented from time to time, may be used by certain broker-
dealers (as specified in the registration rights agreement referenced in the
Prospectus) ("Participating
<PAGE>
Broker-Dealers") for a period of time, starting on the Expiration Date and
ending on the close of business 180 days after the Expiration Date in connection
with the sale or transfer of such Exchange Notes. The Company has agreed that,
for such period of time, it will make the Prospectus (as it may be amended or
supplemented) available for use in connection with any resale of Exchange Notes
to such a broker-dealer which elects to exchange Existing Notes, acquired for
its own account as a result of market making or other trading activities, for
Exchange Notes pursuant to the Exchange Offer. By accepting the Exchange Offer,
each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer
acknowledges and agrees to notify the Company prior to using the Prospectus in
connection with the sale or transfer of Exchange Notes and that, upon receipt of
notice from the Company of the happening of any event which makes any statement
in the Prospectus untrue in any material respect or which requires the making of
any changes in the Prospectus in order to make the statements therein (in light
of the circumstances under which they were made) not misleading, such
broker-dealer will suspend use of the Prospectus until (i) the Company has
amended or supplemented the Prospectus to correct such misstatement or omission
and (ii) either the Company has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Company has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. Except as described above, the Prospectus may
not be used for or in connection with an offer to resell, a resale or any other
retransfer of Exchange Notes. A broker-dealer that acquired Existing Notes in a
transaction other than as part of its market-making activities or other trading
activities will not be able to participate in the Exchange Offer.

    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 Existing Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal 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 of Tenders" section of the Prospectus.


    Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Existing Notes for any Existing Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Existing Notes tendered by DTC, Euroclear or Clearstream, please
credit the account indicated above maintained at the applicable 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 Existing Notes for any Existing
Notes not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Existing Notes."


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

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
<PAGE>
--------------------------------------------------------------------------------

                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)

  x __________________________________________________________________________

  x __________________________________________________________________________
             Signature(s) of Owner                              Date

  Area Code and Telephone Number _____________________________________________

      If a Holder is tendering an Existing Note, this Letter of Transmittal
  must be signed by the registered Holder(s) as the name(s) appear(s) on the
  certificate(s) for the Existing Note 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: ___________________________________________________________________
  ____________________________________________________________________________
  ____________________________________________________________________________
  ____________________________________________________________________________

                              SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)

  SIGNATURE(S) GUARANTEED BY _________________________________________________

  AN ELIGIBLE INSTITUTION: ___________________________________________________
                             (AUTHORIZED SIGNATURE)

   __________________________________________________________________________
                                    (TITLE)

   __________________________________________________________________________
                                (NAME AND FIRM)

  DATED: ______________________________________________________________ , 2000

   (PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN. SEE INSTRUCTION
                                      5.)

--------------------------------------------------------------------------------
<PAGE>
-------------------------------------------

                         SPECIAL ISSUANCE INSTRUCTIONS
                         (SEE INSTRUCTIONS 3, 4 AND 6)


      To be completed ONLY if certificates for Existing 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
  of Transmittal above, or if Existing Notes delivered by book-entry transfer
  which are not accepted for exchange are to be returned by credit to an
  account maintained at the applicable Book-Entry Transfer Facility other than
  the account indicated above.

  Issue: Exchange Notes and/or Existing Notes to:
  Name(s) ____________________________________________________________________
                             (PLEASE TYPE OR PRINT)
    _________________________________________________________________________
                             (PLEASE TYPE OR PRINT)


  Social Security Number/Employer
  Identification Number ______________________________________________________


  Address ____________________________________________________________________

  ____________________________________________________________________________

  ____________________________________________________________________________
                                   (ZIP CODE)

   __________________________________________________________________________
                         (COMPLETE SUBSTITUTE FORM W-9)


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


      ________________________________________________________________________

      ________________________________________________________________________

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


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

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 3, 4 AND 6)

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

  Mail: Exchange Notes and/or Existing Notes to:

  Name(s) ____________________________________________________________________
                             (PLEASE TYPE OR PRINT)

    _________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

  Address ____________________________________________________________________

  ____________________________________________________________________________

  ____________________________________________________________________________
                                   (ZIP CODE)

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

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
EXISTING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME
(10:00 P.M., LONDON TIME), ON THE EXPIRATION DATE.
<PAGE>

                                  INSTRUCTIONS
     FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THE
               12 3/4% SENIOR EURO NOTES DUE 2008 OF VIATEL INC.,
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                          FOR ANY AND ALL OUTSTANDING
               12 3/4% SENIOR EURO NOTES DUE 2008 OF VIATEL INC.,
                    WHICH HAVE NOT BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933


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

    This Letter of Transmittal is to be completed by Holders of Existing 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 Transfer" section of the Prospectus. Certificates for
all physically tendered Existing Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, 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. Existing Notes
tendered hereby must be in a principal amount of [EURO]1,000 or and any integral
multiple thereof.


    Holders whose certificates for Existing 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 Existing
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 below in Instruction 3 below), (ii) prior to 5:00 P.M., New York
City time (10:00 p.m. London time), on the Expiration Date, the Exchange Agent
must receive from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (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 Existing Notes and the amount of Existing Notes tendered, stating that
the tender is being made thereby and guaranteeing that within three Nasdaq
National Market trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically-tendered Existing
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and any other documents required by this Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically-tendered Existing Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter of Transmittal, are received by the Exchange
Agent within three Nasdaq National Market trading days after the date of
execution of the Notice of Guaranteed Delivery.


    The method of delivery of this Letter of Transmittal, the Existing 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 Existing 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 NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
    TRANSFER).

    If less than all of the Existing Notes evidenced by a submitted certificate
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Existing Notes to be tendered in the box above entitled
"Description of Existing Notes--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Existing Notes will be sent
to such tendering Holder, unless otherwise provided in the appropriate box on
this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE
EXISTING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED.
<PAGE>
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
Existing 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 Existing Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.

    If any tendered Existing 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 of Transmittal as there are different registrations of
certificates.

    When this Letter of Transmittal is signed by the registered Holder or
Holders of the Existing 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 Existing 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 of Transmittal 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 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 Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.

    ENDORSEMENTS ON CERTIFICATES FOR EXISTING NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY ANY MEMBER FIRM OF A
REGISTERED NATIONAL SECURITIES EXCHANGE OR OF THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR
CORRESPONDENT IN THE UNITED STATES OR AN "ELIGIBLE GUARANTOR INSTITUTION" WITHIN
THE MEANING OF RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (EACH AN "ELIGIBLE INSTITUTION").


    SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE EXISTING NOTES ARE TENDERED: (I) BY A
REGISTERED HOLDER OF EXISTING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFERS, INCLUDES ANY PARTICIPANT IN A BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH EXISTING
NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" IN THIS LETTER OF TRANSMITTAL, OR (II) FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION.


4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.


    Tendering Holders of Existing 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 Existing Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Holders tendering Existing Notes by book-entry transfer may
request that Existing 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 Existing Notes not exchanged will be returned
to the name and address of the person signing this Letter of Transmittal.


5.  TAXPAYER IDENTIFICATION NUMBER.


    Federal income tax law generally requires that a tendering Holder whose
Existing Notes are accepted for exchange must provide the Company (as payor) or
the Paying Agent designated by the Company to act on its behalf, 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

<PAGE>

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, delivery to such
tendering Holder of Exchange Notes may result in backup withholding in an amount
equal to 31% of all reportable payments made after the exchange. If withholding
results in an overpayment of taxes, a refund may be obtained.


    Exempt Holders of Existing Notes (including, among others, all corporations
and certain foreign individual) are not subject to these backup withholding and
reporting requirements.

    To prevent backup withholding, each tendering Holder of Existing 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 Existing Notes is a nonresident alien or
foreign entity not subject to backup withholding, such Holder must give the
Exchange Agent a completed Form W-8, Certificate of Foreign Status. This form
may be obtained from the Exchange Agent. If the Existing Notes are in more than
one name or are not in the name of the actual owner, such Holder should consult
the Guidelines of Certification of Taxpayer Identification Number on Substitute
Form W-9 (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 such
Holder does not provide its TIN to the Issuer within 60 days, backup withholding
will begin and continue until such Holder furnishes its TIN to the Issuer.

6.  TRANSFER TAXES.

    The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Existing 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 Existing Notes tendered hereby, or if tendered
Existing 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 Existing 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.

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

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 Existing Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Existing 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 Existing
Notes nor shall any of them incur any liability for failure to give any such
notice.
<PAGE>
9.  MUTILATED, LOST, STOLEN OR DESTROYED EXISTING NOTES.

    Any Holder whose Existing 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 Existing Notes may be withdrawn at any time prior to 5:00 P.M.,
New York City time (10:00 p.m., London time), on the Expiration Date.


    For a withdrawal of a tender of Existing 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 (10:00 p.m., London time), on
the Expiration Date. Any such notice of withdrawal must (i) specify the name of
the person having tendered the Existing Notes to be withdrawn (the "Depositor"),
(ii) identify the Existing Notes to be withdrawn (including the principal amount
of such Existing Notes), (iii) in the case of Existing Notes tendered by
book-entry transfer, specify the name of the Book-Entry Transfer Facility from
which the Existing Notes were tendered and the number of the account at such
Book-Entry Transfer Facility and specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Existing
Notes and otherwise comply with the procedures of such facility, (iv) contain a
statement that such Holder is withdrawing its election to have such Existing
Notes exchanged, (v) be signed by the Holder in the same manner as the original
signature on the Letter of Transmittal by which such Existing Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the trustee with respect to the Existing Notes
register the transfer of such Existing Notes in the name of the person
withdrawing the tender and (vi) specify the name in which such Existing Notes
are registered, if different from that of the Depositor. 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 Existing 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 Existing Notes so withdrawn
are validly retendered. Any Existing Notes that have been tendered for exchange
but which are not exchanged for any reason will be returned to the tendering
Holder thereof without cost to such Holder (or, in the case of Existing Notes
tendered by book-entry transfer into the Exchange Agent's account at the
applicable Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures set forth in "The Exchange Offer--Book-Entry Transfer" section of the
Prospectus, such Existing Notes will be credited to an account maintained with
the applicable Book-Entry Transfer Facility for the Existing Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Existing 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 (10:00 p.m., London time), on the Expiration Date.


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 of Transmittal, 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.
<PAGE>
                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)

              PAYOR'S NAME: THE BANK OF NEW YORK, AS PAYING AGENT

<TABLE>
<C>                                          <S>                      <C>
-------------------------------------------------------------------------------------------------------------
              SUBSTITUTE                     PART 1--PLEASE
                                             PROVIDE
                                             YOUR TIN IN THE BOX
                                             AT RIGHT AND
                                             CERTIFY
                                             BY SIGNING AND
                                             DATING BELOW.

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

                                                                                       TIN:
                                                                             SOCIAL SECURITY NUMBER OR
                                                                          EMPLOYER IDENTIFICATION NUMBER
               Form W-9                      PART 2--TIN APPLIED FOR / /
                                             ----------------------------------------------------------------

                                             CERTIFICATION: UNDER THE 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
                                                 to me).
                                             (2) I am not subject to backup withholding either because: (a) I
                                             am exempt from backup withholding, or (b) I have not been
                                                 notified by the Internal Revenue Service (the "IRS") that I
      DEPARTMENT OF THE TREASURY                 am subject to backup withholding as a result of a failure to
       INTERNAL REVENUE SERVICE                  report all interest or dividends, or (c) the IRS has
     PAYOR'S REQUEST FOR TAXPAYER
         IDENTIFICATION NUMBER                   notified me that I am no longer subject to backup
       ("TIN") AND CERTIFICATION                 withholding, and
                                             (3) any other information provided on this form is true and
                                             correct.
                                             Signature --------------------------------------- Date
                                             ------------

-------------------------------------------------------------------------------------------------------------
 You must cross out item (2) of the above certification if you have be notified by the IRS that you are
 subject to backup withholding because of underreporting of interest or dividends on your tax return and you
 have not been notified by the IRS that you are no longer subject to backup withholding.

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

       YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
                        IN PART 2 OF SUBSTITUTE FORM W-9
<TABLE>
<C>                                          <S>                      <C>

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

                           CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 I certify under 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 by the time of the exchange, 31 percent of all reportable payments made to me
 thereafter will be withheld until I provide a number.

 Signature
 ------------------------------------------------------------------------------------------------------------ Date
 ------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
      ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.