<PAGE>

                                                                     Exhibit 4.4

                             LETTER OF TRANSMITTAL

                                       of

                      Applied Extrusion Technologies, Inc.

                             Offer to Exchange its
                    10 3/4% Series B Senior Notes due 2011,
                           which have been registered
                 under the Securities Act of 1933, as amended,
                        for an equal principal amount of
                       its 10 3/4% Senior Notes due 2011,
                       which have not been so registered,
                           pursuant to the Prospectus
                               dated      , 2001

      This Letter of Transmittal, Certificates (as defined below) and any other
required documents should be sent or delivered by each holder of Notes (as
defined below) or such holder's agent to the Exchange Agent at the address set
forth below.

                 The Exchange Agent for the Exchange Offer is:
                Wells Fargo Bank Minnesota, National Association

     By Hand Delivery, Overnight Courier, or Registered or Certified Mail:
                Wells Fargo Bank Minnesota, National Association
                            Corporate Trust Services
                          213 Court Street, Suite 902
                         Middletown, Connecticut 06457
                           Facsimile: (860) 704-6219

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

      THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


       THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
              NEW YORK CITY TIME, ON      , 2001, UNLESS EXTENDED.


      Capitalized terms used herein but not defined shall have the same meaning
given them in the Prospectus (as defined below).

      This Letter of Transmittal is to be completed by holders of Notes (as
defined below) either if Notes are to be forwarded herewith or if tenders of
Notes are 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 in
"The Exchange Offer--Procedure for Tendering" in the Prospectus and an Agent's
Message (as defined herein) is not delivered.
<PAGE>

      Holders of Notes whose certificates ("Certificates") for such Notes are
not immediately available or who cannot deliver their Certificates and all
other documents required hereby to the Exchange Agent on or prior to the
Expiration Date (as defined in "The Exchange Offer--Expiration Dates,
Extensions, and Amendments" of the Prospectus) or who cannot comply with the
book-entry transfer procedures on a timely basis must tender their Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedure" of the Prospectus.

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

      List below the Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the Certificate numbers and/or the number
of Notes tendered should be listed on a separate signed schedule and attached
hereto.

            NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

                 ALL TENDERING HOLDERS MUST COMPLETE THIS BOX.
--------------------------------------------------------------------------------
                         DESCRIPTION OF NOTES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name(s) and Address(es) of
   Registered Holder(s)
(Please fill in, if blank,
    exactly as name(s)
    appear(s) on Notes                  Notes Tendered
        Tendered)            (Attach additional list if necessary)
-------------------------------------------------------------------
                                              Principal Amount
                               Certificate        of Notes
                               Number(s)*        Tendered**
-------------------------------------------------------------------
<S>                         <C>               <C>               <C>

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

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


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

                                              TOTAL:
</TABLE>
--------------------------------------------------------------------------------
  * Need not be completed by holders tendering by book-entry transfer.
 ** All Notes held shall be deemed tendered unless a lesser number is
    specified in this column.


                                       2
<PAGE>

BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY

[_]CHECK HERE IF NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO THE
   ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE 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 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 Name(s) Holder(s): ___________________________________

  Window Ticket Number (if any): _____________________________________________

  Date of Execution of Notice of Guaranteed Delivery: ________________________

  Name of Institution which Guaranteed Delivery: _____________________________

  If Guaranteed Delivery is to be made by Book-Entry Transfer:

  Name of Tendering Institution: _____________________________________________

  DTC Account Number: ________________________________________________________

  Transaction Code Number: ___________________________________________________

[_]CHECK HERE IF NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER AND NON-
   EXCHANGED NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET
   FORTH ABOVE.

[_]CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE NOTES FOR YOUR OWN
   ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
   "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF
   THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

  Name: ______________________________________________________________________

  Address: ___________________________________________________________________

      ______________________________________________________________________

                                       3
<PAGE>

Ladies and Gentlemen:

      The undersigned hereby tenders to Applied Extrusion Technologies, Inc., a
Delaware corporation (the "Purchaser"), the above-described principal amount of
the Purchaser's outstanding 10 3/4% Senior Notes due 2011 (collectively, the
"Notes") in exchange for a like principal amount of the Purchaser's new 10 3/4%
Series B Senior Notes due 2011 (the "Exchange Notes") which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
upon the terms and subject to the conditions set forth in the Prospectus
dated     , 2001 (as the same may be amended or supplemented from time to time,
the "Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").

      Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Purchaser all right, title and interest in and to such Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Purchaser in connection with
the Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Notes to the Purchaser,
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Purchaser, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Notes, (ii) present Certificates for such Notes for transfer, and to transfer
the Notes on the books of the Purchaser, and (iii) receive for the account of
the Purchaser all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms and conditions of the
Exchange Offer.

      THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
PURCHASER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE PURCHASER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE NOTES TENDERED HEREBY,
AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION
RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF
THE EXCHANGE OFFER.

      The name(s) and address(es) of the registered holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.

      If any tendered Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Notes than are
tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Notes will be returned (or, in the case of Notes tendered by book-
entry transfer, such Notes will be credited to an account maintained at DTC),
without expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.

      If the undersigned is a broker-dealer holding Notes acquired for its own
account as a result of market-making activities or other trading activities, it
agrees to deliver a prospectus meeting the requirements of the

                                       4
<PAGE>

Securities Act in connection with any resale of Exchange Notes received in
respect of such Notes pursuant to the Exchange Offer.

      The undersigned understands that tenders of Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedure for Tendering" in
the Prospectus and in the instructions will, upon the Purchaser's acceptance
for exchange of such tendered Notes, constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Exchange Offer. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, the Purchaser may not be required to
accept for exchange any of the Notes tendered hereby.

      Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Notes not exchanged or not accepted for exchange will be issued to
the undersigned or, in the case of a book-entry transfer of Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions" below, please deliver
Exchange Notes to the undersigned at the address shown below the undersigned's
signature.

      BY TENDERING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE PURCHASER, (II) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER, (III) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING
ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, AND (IV) IF THE UNDERSIGNED IS
NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO
ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH
EXCHANGE NOTES. ANY HOLDER OF NOTES THAT IS NOT A BROKER-DEALER AND THAT IS
USING THE EXCHANGE OFFER TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING
OF THE SECURITIES ACT) OF EXCHANGE NOTES IS HEREBY NOTIFIED (1) THAT IT WILL
NOT BE ABLE TO RELY ON THE POSITION OF THE STAFF OF THE DIVISION OF CORPORATE
FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION (THE "STAFF") SET FORTH IN
EXXON CAPITAL HOLDINGS CORPORATION (AVAILABLE APRIL 13, 1989) AND SIMILAR
LETTERS AND (2) THAT IT MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF
EXCHANGE NOTES.

      ANY BROKER-DEALER THAT WILL RECEIVE EXCHANGE NOTES FOR ITS OWN ACCOUNT IN
EXCHANGE FOR NOTES, REPRESENTS THAT THE 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 PURSUANT TO THE EXCHANGE OFFER; HOWEVER, BY SO ACKNOWLEDGING AND
BY DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT.

      The Purchaser has agreed that, subject to the provisions of the
Registration Rights Agreement, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer
(as defined below) in connection with resales of Exchange Notes received in
exchange for Notes, where such Notes were acquired by such Participating
Broker-Dealer for its own account as a result of market-making activities or
other trading activities, for a period ending 180 days after the Expiration
Date (subject to extension

                                       5
<PAGE>

under certain limited circumstances described in the Prospectus). In that
regard, each Broker-Dealer who acquired Notes for its own account and as a
result of market-making or other trading activities (a "Participating Broker-
Dealer"), by tendering such Notes and executing this Letter of Transmittal,
agrees that, upon receipt of notice from the Purchaser of the occurrence of any
event or the discovery of any fact which makes any statement contained or
incorporated by reference therein, in light of the circumstances under which
they were made, misleading or of the occurrence of certain other events
specified in the Registration Rights Agreement, such Participating Broker-
Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until
the Purchaser has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or the Purchaser has
given notice that the sale of the Exchange Notes may be resumed, as the case
may be. If the Purchaser gives such notice to suspend the sale of the Exchange
Notes, it shall extend the 180-day period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of Exchange Notes by the number of days during the period from
and including the date of the giving of such notice to and including the date
when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Exchange
Notes or to and including the date on which the Purchaser has given notice that
the sale of Exchange Notes may be resumed, as the case may be.

      As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange
for Notes pursuant to the Exchange Offer must notify the Purchaser, or cause
the Purchaser to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in the
Prospectus under "The Exchange Offer--Exchange Agent."

      Holders of Notes whose Notes are accepted for exchange will not receive
distributions on such Notes, and the undersigned waives the right to receive
any distribution on such Notes accumulated from and after June 19, 2001.
Accordingly, holders of Exchange Notes as of the record date for the payment of
distributions on January 1, 2002 will be entitled to distributions accumulated
from and after June 19, 2001.

      All authority herein conferred or agreed to be conferred in this Letter
of Transmittal shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.

                                       6
<PAGE>


                              HOLDER(S) SIGN HERE
                         (See Instructions 2, 5 and 6)

                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
     (Note: Signatures(s) must be guaranteed if required by Instruction 2)

       Must be signed by registered holder(s) exactly as name(s) appear(s) on
 Certificate(s) for the Notes hereby tendered or on a security position
 listing, or by any person(s) authorized to become the registered holder(s)
 by endorsements and documents transmitted herewith (including such opinions
 of counsel, certificates and other information as may be required by the
 Purchaser for the Notes to comply with any restrictions on transfer
 applicable to the Notes). If signature is by an attorney-in-fact, executor,
 administrator, trustee, guardian, officer of a corporation or another acting
 in a fiduciary capacity or representative capacity, please set forth the
 signer's full title. See Instruction 5.

 _____________________________________________________________________________

 _____________________________________________________________________________
                          (Signature(s) of Holder(s))

 Date _________ , 2001

 Name(s) _____________________________________________________________________

 _____________________________________________________________________________

 Capacity or Title ___________________________________________________________

 Address _____________________________________________________________________
                               (Include Zip Code)

 Area Code and Telephone Number ______________________________________________

 _____________________________________________________________________________
                         (Tax Identification Number(s))


                                       7
<PAGE>


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

  To be completed ONLY if Exchange          To be completed ONLY if Exchange
 Notes or any Notes that are not           Notes or any Notes that are not
 tendered are to be issued in the          tendered are to be sent to someone
 name of someone other than the            other than the registered holder
 registered holder of the Notes            of the Notes whose name(s) ap-
 whose name(s) appear(s) above.            pear(s) above, or to the regis-
                                           tered holder(s) at an address
 Issue:                                    other than that shown above.


 [_] Exchange Notes to:                    Mail:
 [_] Notes not tendered to:
                                           [_] Exchange Notes to:

 Name(s): __________________________       [_] Notes not tendered to:


 ___________________________________       Name(s): __________________________
           (Please print)
                                           ___________________________________

 Address: __________________________                 (Please print)


 ___________________________________       Address: __________________________
                          (Zip Code)
                                           ___________________________________
 ___________________________________                                (Zip Code)
 (Taxpayer Identification or Social
          Security Number)
 (See enclosed Substitute Form W-9)


                           GUARANTEE OF SIGNATURE(S)
                    (If Required--See Instructions 2 and 5)

 Authorized Signature ________________________________________________________

 Name ________________________________________________________________________
                             (Please Print or Type)

 Full Title __________________________________________________________________

 Name of Firm ________________________________________________________________

 Address _____________________________________________________________________

 _____________________________________________________________________________
                                                                    (Zip Code)

 Area Code and Telephone Number ______________________________________________

 Dated: _______ , 2001

                                       8
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1. Delivery of Letter of Transmittal and Notes; Guaranteed Delivery
Procedure. This Letter of Transmittal is to be completed either if (a) tenders
are to be made pursuant to the procedures for tender by book-entry transfer set
forth in "The Exchange Offer--Procedure for Tendering" in the Prospectus and an
Agent's Message is not delivered or (b) Certificates are to be forwarded
herewith. Timely confirmation of a book-entry transfer of such Notes into the
Exchange Agent's account at DTC, or Certificates as well as this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its addresses
set forth herein on or prior to the Expiration Date. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter of Transmittal. The term "Agent's Message" means a message, transmitted
by DTC to, and received by, the Exchange Agent and forming a part of a book-
entry confirmation, which states that DTC has received an express
acknowledgment from the tendering Participant, which acknowledgment states that
such Participant has received and agrees to be bound by the Letter of
Transmittal and that the Purchaser may enforce the Letter of Transmittal
against such Participant. The term "book-entry confirmation" means a timely
confirmation of book-entry transfer of Notes into the Exchange Agent's account
at DTC.

      Holders who wish to tender their Notes and (i) whose Notes are not
immediately available, (ii) who cannot deliver their Notes, this Letter of
Transmittal and any other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for book-
entry transfer on or prior to the Expiration Date may tender their Notes by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "The Exchange Offer--
Guaranteed Delivery Procedure" in the Prospectus. Pursuant to such procedures:
(a) such tender must be made by or through an Eligible Institution (as defined
below); (b) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Purchaser, must be
received by the Exchange Agent on or prior to the Expiration Date; and (c) the
Certificates (or a book-entry confirmation) representing tendered Notes, in
proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within five business days after the Expiration Date, all as provided in "The
Exchange Offer--Procedure for Tendering" in the Prospectus.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Notes to be
properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.

      THE METHOD OF DELIVERY OF NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER, AND
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

                                       9
<PAGE>

      THE PURCHASER WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF OR AGENT'S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

      2. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if:

          (i) this Letter of Transmittal is signed by the registered holder
    (which term, for purposes of this document, shall include any
    participant in DTC whose name appears on a security position listing as
    the owner of the Notes) of Notes tendered herewith, unless such
    holder(s) has completed either the box entitled "Special Issuance
    Instructions" or the box entitled "Special Delivery Instructions" above,
    or

          (ii) such Notes are tendered for the account of a firm that is an
    Eligible Institution.

      In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

      3. Inadequate Space. If the space provided in the box captioned
"Description of Notes Tendered" above is inadequate, the Certificate number(s)
and/or the principal amount of Notes and any other required information should
be listed on a separate signed schedule and such schedule should be attached
to this Letter of Transmittal.

      4. Partial Tenders and Withdrawal Rights. If less than all the Notes
evidenced by any Certificate submitted are to be tendered, fill in the
principal amount of Notes which are to be tendered in the box entitled
"Principal Amount of Notes Tendered." In such case, new Certificate(s) for the
remainder of the Notes that were evidenced by your old Certificate(s) will be
sent to the holder of the Notes, promptly after the Expiration Date. All Notes
represented by Certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.

      Except as otherwise provided herein, tenders of Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to
be effective on or prior to that time, a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must (i) specify the name of the person who tendered the Notes to be
withdrawn, (ii) identify the Notes to be withdrawn, including the Certificate
number(s) and the aggregate principal amount of such Notes or, in the case of
Notes transferred by book-entry transfer, the name and number of the account
at DTC to be credited with the withdrawal of Notes, (iii) be signed by the
holder in the same manner as the original signature on this Letter of
Transmittal, including any required signature guarantees, or be accompanied by
documents sufficient to permit the Exchange Agent to register the transfer of
such Notes into the name of the person withdrawing the tender and (iv) if
Certificates for Notes have been tendered, the name of the registered holder
of the Notes as set forth on the Certificate for the Notes, if different from
that of the person who tendered such Notes. Withdrawals of tenders of Notes
may not be rescinded. Notes properly withdrawn will not be deemed validly
tendered for purposes of the Exchange Offer, but may be retendered at any
subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Procedure
for Tendering."

      All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Purchaser, in
its sole discretion, which determination shall be final and binding on all
parties. Neither the Purchaser, any affiliates or assigns of the Purchaser,
the Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Notes which have been
tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after withdrawal.

                                      10
<PAGE>

      5. Signatures on Letter of Transmittal, Assignments and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) or on a security position listing
without alteration, enlargement or any change whatsoever.

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

      If any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof or Agent's Message in
lieu thereof) as there are different registrations of Certificates.

      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 Purchaser, must submit proper evidence satisfactory to the Purchaser, in
its sole discretion, of such persons' authority to so act.

      When this Letter of Transmittal is signed by the registered owner(s) of
the Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) are required unless Exchange Notes are to be issued in
the name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Notes listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information
as the Purchaser may require in accordance with the restrictions on transfer
applicable to the Notes. Signatures on such Certificates or bond powers must be
guaranteed by an Eligible Institution.

      6. Special Issuance and Delivery Instructions. If Exchange Notes are to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered
by book-entry transfer, by crediting the account indicated above maintained at
DTC. See Instruction 4.

      7. Irregularities. The Purchaser will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including
time of receipt) and acceptance for exchange of any tender of Notes which
determination shall be final and binding on all parties. The Purchaser reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by it not to be in proper form or the acceptance of which,
or exchange for, may, in the view of counsel to the Purchaser, be unlawful. The
Purchaser also reserves the absolute right, subject to applicable law, to waive
any of the conditions of the Exchange Offer set forth in the Prospectus under
"The Exchange Offer--Procedure for Tendering" or any conditions or irregularity
in any tender of Notes of any particular holder whether or not similar
conditions or irregularities are waived in the case of other holders. The
Purchaser's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Notes will be deemed to have been validly made
until all irregularities with respect to such tender have been cured or waived.
Neither the Purchaser, any affiliates or assigns of the Purchaser, the Exchange
Agent, or any other person shall be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.

      8. Questions, Requests for Assistance and Additional Copies. Questions
and requests for assistance may be directed to the Exchange Agent at its
address and telephone number set forth on the front of this Letter

                                       11
<PAGE>

of Transmittal. Additional copies of the Prospectus, this Letter of Transmittal
and the Notice of Guaranteed Delivery may be obtained from the Exchange Agent
or from your broker, dealer, commercial bank, trust company or other nominee.

      9. Backup Withholding; Substitute Form W-9. Under U.S. Federal income tax
law, a U.S. holder (including (i) a citizen or resident of the United States,
(ii) a corporation, or a partnership or other entity that is treated as a
corporation or a partnership for federal income tax purposes, that is created
or organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate, the income of which is subject to United
States federal income taxation regardless of its source, or (iv) a trust, if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have the authority to
control all substantial decisions of the trust) whose tendered Notes are
accepted for exchange is required to provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
below.

      If the Exchange Agent is not provided with the correct TIN, the Internal
Revenue Service (the "IRS") may subject the holder or other payee to a $50
penalty. In addition, payments to such holders or other payees with respect to
Notes exchanged pursuant to the Exchange Offer may be subject to a backup
withholding tax at a rate currently of 31%. However, pursuant to recently
enacted tax legislation, the backup withholding tax rate will be (i) 30.5% for
amounts paid after August 6, 2001 through the end of 2001, (ii) 30% for amounts
paid during 2002 and 2003, (iii) 29% for amounts paid during 2004 and 2005, and
(iv) 28% for amounts paid during 2006 through 2010. This legislation will
expire and the backup withholding rate will be 31% for amounts paid after
December 31, 2010, unless Congress enacts tax legislation providing otherwise.

      The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder 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 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold the applicable portion of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent. The Exchange Agent
will retain such amounts withheld during the 60-day period following the date
of the Substitute Form W-9. If the holder furnishes the Exchange Agent with its
TIN within 60 days after the date of the Substitute Form W-9, the amounts
retained during the 60-day period will be remitted to the holder and no further
amounts shall be retained or withheld from payments made to the holder
thereafter. If, however, the holder has not provided the Exchange Agent with
its TIN within such 60-day period, amounts withheld will be remitted to the IRS
as backup withholding. In addition, the applicable portion of all payments made
thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.

      The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Notes or of the last transferee appearing on the transfers attached to, or
endorsed on, the Notes. If the Notes are registered in more than one name or
are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.

      Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding (in addition, foreign
persons may cross out Certification 3 ("I am a U.S. person"). A foreign person
may qualify as an exempt recipient by submitting the applicable and properly
completed IRS Form W-8BEN: "Certificate of Foreign Status of Beneficial Owner
for United States Tax Withholding"; W-8ECI: "Certificate of Foreign Person's
Claim for Exemption From Withholding on Income Effectively Connected With the
Conduct of a Trade or Business in the United States"; W-8IMY: "Certificate of
Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for
United States

                                       12
<PAGE>

Tax Withholding"; or W-8EXP: "Certificate of Foreign Government or Other
Foreign Organization for United States Tax Withholding", signed under penalties
of perjury, attesting to that holder's exempt status. Please consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which holders are exempt from
backup withholding.

      Backup withholding is not an additional U.S. Federal income tax. Rather,
the U.S. Federal income tax liability of a person 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.

      10. Lost, Destroyed or Stolen Certificates. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to
the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.

      11. Security Transfer Taxes. Holders who tender their Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. If,
however, Exchange Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Notes tendered, or if a
transfer tax is imposed for any reason other than the exchange of Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(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 with the Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

      IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.


                                       13
<PAGE>

PAYOR'S NAME: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS EXCHANGE
AGENT

                         Part I--PLEASE PROVIDE
                         YOUR TIN IN THE BOX AT          Social Security or
 SUBSTITUTE              RIGHT AND CERTIFY BY         Employer Identification
 Form W-9                SIGNING AND DATING BELOW.             Number

 DEPARTMENT OF                                        ------------------------
 THE TREASURY                                          (If awaiting TIN write
 INTERNAL                                                  "Applied For")
 REVENUE SERVICE        -------------------------------------------------------
                         Name (Please Print)
                         ADDRESS
                         CITYSTATEZIP CODE


                        -------------------------------------------------------
                        -------------------------------------------------------
                        -------------------------------------------------------
 Payor's Request for     Part II--For Payees NOT subject to backup
 Taxpayer                withholding, see the enclosed Guidelines for
 Identification Number   Certification of Taxpayer Identification Number on
 ("TIN") and             Substitute Form W-9 and complete as instructed
 Certification           therein.
                        -------------------------------------------------------
                         CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
                         THAT:
                         (1) The number shown on this form is my correct
                             Taxpayer Identification Number (or I am waiting
                             for a number to be issued to me), and
                         (2) I am not subject to backup withholding because
                             either (a) I am exempt from backup withholding,
                             (b) I have not been notified by the Internal
                             Revenue Service ("IRS") that I am subject to
                             backup withholding as a result of a failure to
                             report all interest or dividends, or (c) the IRS
                             has notified me that I am no longer subject to
                             backup withholding, and
                         (3) I am a U.S. person (which includes a resident
                             alien).
                        -------------------------------------------------------
                         Certification Instructions--You must cross out item
                         (2) above if you have been notified by the IRS that
                         you are subject to backup withholding because of
                         underreporting interest or dividends on your tax re-
                         turn. However, if after being notified by the IRS
                         that you were subject to backup withholding you re-
                         ceived another notification from the IRS that you
                         are no longer subject to backup withholding, do not
                         cross out item (2). (Also see instructions in the
                         enclosed Guidelines.)

                         Signature: ______________________  Date: _____ , 2001

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
       WITHHOLDING OF THE APPLICABLE PORTION OF ANY PAYMENTS MADE TO YOU
       PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
       CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
       FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
       YOU WROTE "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9.

PAYOR'S NAME: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, AS EXCHANGE
AGENT

             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 within sixty (60) days, the applicable portion of all
 reportable payments made to me thereafter will be withheld until I provide a
 number.

 Signature(s): ________________________________________   Date: ______________

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