<PAGE>

                                                                    Exhibit 99.1

                              LETTER OF TRANSMITTAL

                                   TO EXCHANGE
                      9 7/8% SENIOR SECURED NOTES DUE 2012

                                       OF

                           VERASUN ENERGY CORPORATION
               PURSUANT TO THE PROSPECTUS DATED ___________, 2006

       THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON
     ___________, 2006, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
  9 7/8% SENIOR SECURED NOTES DUE 2012 MAY BE WITHDRAWN AT ANY TIME BEFORE THE
                                 EXPIRATION DATE

                 The "Exchange Agent" for the Exchange Offer is:

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

              By Registered or Certified Mail or Overnight Carrier
                             Wells Fargo Bank, N.A.
                           Corporate Trust Operations
                       Sixth & Marquette Avenue, N9303-121
                              Minneapolis, MN 55479

                                  By Facsimile:
                          (Eligible Institutions Only)

                             Wells Fargo Bank, N.A.
                           Corporate Trust Operations
                          Facsimile No.: (612) 667-6282

                         Confirm Facsimile by Telephone:
                                 (800) 344-5128

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

     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL (THE
"INSTRUCTIONS") SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL SIGNATURES ON THIS LETTER OF
TRANSMITTAL MUST BE GUARANTEED IN ACCORDANCE WITH THE PROCEDURES SET FORTH
HEREIN. SEE INSTRUCTION 1.

     HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE THE EXCHANGE NOTES (AS DEFINED
BELOW) PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR ORIGINAL NOTES (AS DEFINED BELOW) TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS (AS DEFINED BELOW) AND THIS LETTER OF
TRANSMITTAL MAY BE DIRECTED TO THE ISSUER AT THE ADDRESS AND TELEPHONE NUMBER
SPECIFIED IN THE PROSPECTUS (AS DEFINED BELOW).

<PAGE>

     This Letter of Transmittal is to be completed either if (a) Certificates
(as defined below) are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth under
"The Exchange Offer--Procedure for Tendering Outstanding Notes" in the
Prospectus and an Agent's Message (as defined below) is not delivered.
Certificates, or book-entry confirmation of a book-entry transfer of such
Original Notes into the Exchange Agent's account at The Depository Trust Company
("DTC"), 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 address set forth herein on or before the Expiration Date.
Tenders by book-entry transfer also may be made by delivering an Agent's Message
in lieu of this Letter of Transmittal. The term "book-entry confirmation" means
a confirmation of a book-entry transfer of Original Notes into the Exchange
Agent's account at DTC. 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 this Letter of Transmittal and that the
Company may enforce this Letter of Transmittal against such participant.

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

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:


                          DESCRIPTION OF ORIGINAL NOTES

<TABLE>
<CAPTION>
                                                                                 ORIGINAL NOTES
                                                                      (ATTACH ADDITIONAL LIST IF NECESSARY)
                                                                -----------------------------------------------
                                                                                                    PRINCIPAL
                                                                                                    AMOUNT OF
                                                                                 AGGREGRATE      ORIGINAL NOTES
                                                                              PRINCIPAL AMOUNT      TENDERED
 IF BLANK, PLEASE PRINT NAME(S) AND ADDRESS(ES) OF REGISTERED   CERTIFICATE      OF ORIGINAL     (IF LESS THAN
   HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON ORIGINAL NOTES      NUMBER(S)*         NOTES            ALL)**
-------------------------------------------------------------   -----------   ----------------   --------------
<S>                                                             <C>           <C>                <C>
                                                                ___________   ________________   ______________

                                                                ___________   ________________   ______________

                                                                ___________   ________________   ______________

                                                                ___________   ________________   ______________

                                                                   TOTAL:     ________________   ______________
</TABLE>

*    Need not be completed by book-entry holders.

**   Original Notes may be tendered in whole or in part in multiples of $1,000.
     All Original Notes held shall be deemed tendered unless a lesser number is
     specified in this column. See Instruction 4.

If the space provided above is inadequate, list certificate numbers and
aggregate principal amounts on a separate signed schedule and affix the list to
this Letter of Transmittal.


                                       2

<PAGE>

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

[ ]  CHECK HERE IF YOU ARE A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW).

     [ ]  Participating Broker-Dealers (as defined below) may check here to have
          additional copies of the Prospectus (and any supplements or amendments
          thereto), as well as any notices from the Company to suspend and
          resume use of the Prospectus, sent to the name and address set forth
          below. By tendering its Original Notes and executing this Letter of
          Transmittal, each participating Broker-Dealer agrees to use its
          reasonable best efforts to notify the Company or the Exchange Agent
          when it has sold all of its Exchange Notes. (If no participating
          Broker-Dealers check the box above as such, or if all participating
          Broker-Dealers who have checked that box subsequently notify the
          Issuer or the Exchange Agent that all their Exchange Notes have been
          sold, the Company will not be required to maintain the effectiveness
          of the Exchange Offer registration statement or to update the
          Prospectus and will not provide any notices to any holders to suspend
          or resume use of the Prospectus.)

          Name: ________________________________________________________________

          Address: _____________________________________________________________

          Number of copies requested: __________________________________________

            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

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

     Name of Tendering Institution: ____________________________________________

     DTC Account Number: _____________   Transaction Code Number: ______________

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

[ ]  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
     TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
     GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
     FOLLOWING (SEE INSTRUCTION 1):

     Name(s) of registered Holder(s): __________________________________________

     Window Ticket Number (if any): ____________________________________________

     Date of Execution of Notice of Guaranteed Delivery: _______________________

     Name of Eligible 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: ______________


                                       3
<PAGE>

Ladies and Gentlemen:

     The undersigned hereby tenders to VeraSun Energy Corporation, a South
Dakota corporation (the "Company"), the above described principal amount of the
Company's 9 7/8% Senior Secured Notes due 2012 (the "Original Notes") in
exchange for an equivalent amount of the Company's 9 7/8% Senior Secured Notes
due 2012 (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 _______, 2006 (as the same may
be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with the Prospectus, constitutes the "Exchange Offer").

     Subject to and effective upon the acceptance for exchange of all or any
portion of the Original 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
Company all right, title and interest in and to such Original Notes as is being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of the Company in
connection with the Exchange Offer) with respect to the tendered Original 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 Original
Notes to the Company together with all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company, upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to be issued in
exchange for such Original Notes, (ii) present Certificates for such Original
Notes for transfer, and to transfer the Original Notes on the books of the
Company, and (iii) receive for the account of the Company all benefits and
otherwise exercise all rights of beneficial ownership of such Original 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
Original Notes tendered hereby and that when the same are accepted for exchange,
the Company will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances, and that the
Original Notes tendered hereby are not subject to any adverse claims or rights
or proxies. The undersigned further represents and warrants that the undersigned
accepts the terms and conditions of the Exchange Offer, the undersigned has a
net long position within the meaning of Rule 14e-4 under the Exchange Act ("Rule
14e-4") equal to or greater than the principal amount of Original Notes tendered
hereby and the tender of such Original Notes complies with Rule 14e-4 (to the
extent that Rule 14e-4 is applicable to such exchange). The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
or the Exchange Agent to be necessary or desirable to complete the exchange,
assignment and transfer of the Original Notes tendered hereby, and the
undersigned will comply with its obligations under the registration rights
agreement, dated as of December 21, 2005, by and among the Company, VeraSun
Aurora Corporation, VeraSun Fort Dodge, LLC, VeraSun Charles City, LLC, VeraSun
Marketing LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (the
"Registration Rights Agreement"). The undersigned has read and agrees to all of
the terms of the Exchange Offer.

     The undersigned acknowledges that prior to this Exchange Offer, there has
been no public market for the Original Notes or the Exchange Notes. If a market
for the Exchange Notes should develop, the Exchange Notes could trade at a
discount from their principal amount. The undersigned is aware that the Company
does not intend to list the Exchange Notes on a national securities exchange and
that there can be no assurance that an active market for the Exchange Notes will
develop.

     The name(s) and address(es) of the registered holder(s) of the Original
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing


                                       4

<PAGE>

such Original Notes. The Certificate number(s) and the Original Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes above.

     If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Original Notes will be returned (or, in the case of Original
Notes tendered by book-entry transfer, such Original 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.

     The undersigned understands that tenders of Original Notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedure for Tendering
Outstanding Notes" in the Prospectus and in the Instructions attached hereto
will, upon the Company's acceptance for exchange of such tendered Original
Notes, constitute a binding agreement between the undersigned and the Company
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 Company may not be required to accept for exchange any of the
Original 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 Original Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Original Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Original
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
Exchange Notes, if certificated, will be delivered to the undersigned at the
address shown below the undersigned's signature.

     By tendering Original Notes and executing this Letter of Transmittal or by
authorizing delivery of an Agent's Message in lieu thereof, the undersigned
hereby represents that the undersigned (i) is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (ii) has no arrangement or
understanding with any person to participate in a distribution of Exchange
Notes, (iii) acknowledges that any person participating in the Exchange Offer
for the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction of the Exchange Notes acquired by such
person, (iv) understands that a secondary resale transaction described in clause
(iii) above should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K of
the SEC, (v) is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuer, (vi) is not, unless otherwise specified in this Letter of
Transmittal, an Agent's Message, or other notice to the Exchange Agent, a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(a "Broker-Dealer"), (vii) if it is a Participating Broker-Dealer (as defined
below), acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such Exchange Notes
received in respect of such Original Notes pursuant to the Exchange Offer and
(viii) is not acting on behalf of any other person that could not truthfully
make the representations set forth herein; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

     The Company has agreed, subject to the provisions of the Registration
Rights Agreement, that the Prospectus may be used by a Participating
Broker-Dealer (as defined below) in connection with resales of Exchange Notes
received in exchange for Original Notes, where such Original 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 at
such time as the Participating Broker-Dealers no longer own any Exchange Notes
received in exchange for Original Notes. In that regard, each Broker-Dealer who
acquired Original Notes for its own account as a result of market-making or
other trading activities (a


                                       5

<PAGE>

"Participating Broker-Dealer"), by tendering such Original Notes and executing
this Letter of Transmittal or authorizing delivery of an Agent's Message in lieu
thereof, agrees that, upon receipt of notice from the Company of the occurrence
of any event or the discovery of any fact which makes any statement of a
material fact contained or incorporated by reference in the Prospectus, or in
the registration statement of which the Prospectus is part (or any amendments or
supplements thereto), untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not 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 Company 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 Company has
given notice that the sale of the 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
Original Notes pursuant to the Exchange Offer must notify the Company, or cause
the Company to be notified, on or before the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above, may be included in an Agent's Message or may be delivered to the Exchange
Agent at the address set forth in the Prospectus under "The Exchange
Offer--Exchange Agent."

     Each Participating Broker-Dealer should check the box herein under for
Participating Broker-Dealers in order to receive additional copies of the
Prospectus, and any amendments and supplements thereto, for use in connection
with resales of the Exchange Notes, as well as any notices from the Company to
suspend and resume use of the Prospectus. By tendering its Original Notes and
executing this Letter of Transmittal, each Participating Broker-Dealer agrees to
use its reasonable best efforts to notify the Company or the Exchange Agent when
it has sold all of its Exchange Notes. If no Participating Broker-Dealers check
such box, or if all Participating Broker-Dealers who have checked such box
subsequently notify the Company or the Exchange Agent that all their Exchange
Notes have been sold, the Company will not be required to maintain the
effectiveness of the Exchange Offer registration statement or to update the
Prospectus and will not provide any Holders with any notices to suspend or
resume use of the Prospectus.

     The undersigned understands and acknowledges that the Company reserves the
right, in its sole discretion, to purchase or make offers for any Original Notes
that remain outstanding subsequent to the Expiration Date or to terminate the
Exchange Offer and, to the extent permitted by applicable law, purchase Original
Notes in the open market, in privately negotiated transactions or otherwise. The
terms of any such purchases or offers may differ from the terms of 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 Original Notes tendered hereby. 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.

     The undersigned, by completing the box entitled "Description of Original
Notes" above and signing this letter, will be deemed to have tendered the
Original Notes as set forth in such box.

     The undersigned understands that by tendering Original Notes pursuant to
one of the procedures described in the Prospectus and the instructions thereto,
the tendering holder will be deemed to have


                                       6

<PAGE>

waived the right to receive any payment in respect of interest on the Original
Notes accrued by to the date of issuance of the Exchange Notes.

     The undersigned understands that the delivery and surrender of the Original
Notes is not effective, and the risk of loss of the Original Notes does not pass
to the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or facsimile hereof, properly completed and duly executed, with any
required signature guarantees, together with all accompanying evidences of
authority and any other required documents in form satisfactory to the Company.
All questions as to the validity, form, eligibility (including time of receipt),
and withdrawal of the tendered Original Notes will be determined by the Company
in its sole discretion, which determination will be final and binding. The
Company reserves the absolute right to reject any and all Original Notes not
properly tendered or any Original Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Original Notes. If the Company waives any irregularities or
conditions of tender pursuant to the preceding sentence with respect to a
noteholder, we will extend the same waiver to all noteholders with respect to
that irregularity or condition being waived.

     The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) will be final
and binding. Unless waived, any defects or irregularities in connection with
tenders of Original Notes must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Original Notes, nor shall any of them incur any liability for failure
to give such notification. Tenders of Original Notes will not be deemed to have
been made until such irregularities have been cured or waived. Any Original
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned without cost to such holder by the Exchange Agent to the tendering
holders of Original Notes, unless otherwise provided in this Letter of
Transmittal, promptly following the expiration or termination of the Exchange
Offer.

     Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent, whose address and telephone number appear on
the front cover of this Letter of Transmittal.


                                       7

<PAGE>

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

                          SPECIAL ISSUANCE INSTRUCTIONS
                         (SIGNATURE GUARANTEE REQUIRED;
                               SEE INSTRUCTION 2)

     TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered are
to be issued in the name of someone other than the registered holder of the
Original Notes whose name(s) appear(s) above.

Issue: [ ] Original Notes not tendered to:
       [ ] Exchange Notes to:

Name: ____________________________________________________________________
                                 (PLEASE PRINT)

Address: _________________________________________________________________

__________________________________________________________________________
                                    ZIP CODE

      ____________________________________________________________________
                        (TAXPAYER IDENTIFICATION NUMBER)

Please complete the Substitute Form W-9 below.

                          SPECIAL DELIVERY INSTRUCTIONS
                         (SIGNATURE GUARANTEE REQUIRED;
                               SEE INSTRUCTION 2)

     TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered are
to be delivered to someone other than the registered holder of the Original
Notes whose name(s) appear(s) above, or such registered holder at an address
other than that shown above.

Deliver: [ ] Original Notes not tendered to:
         [ ] Exchange Notes to:

Name: ____________________________________________________________________
                                 (PLEASE PRINT)

Address: _________________________________________________________________

__________________________________________________________________________
                                    ZIP CODE

      ____________________________________________________________________
                  (TAXPAYER IDENTIFICATION NUMBER)

Please complete the Substitute Form W-9 below.

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


                                       8

<PAGE>

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

                                    IMPORTANT
                               HOLDERS: SIGN HERE
                  (Please Complete Substitute Form W-9 herein)


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

--------------------------------------------------------------------------------
                            Signature(s) of Holder(s)

Date: ____________________________________, 200__

     (Must be signed by the registered Holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original Notes hereby tendered or on a security position
listing or by person(s) authorized to become registered Holder(s) by
Certificates, endorsements and documents transmitted herewith. If signature is
by trustee, executor, administrator, guardian, attorney-in-fact, officer of
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 2 below.)

Name(s): _______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                 (PLEASE PRINT)

Capacity (full title): _________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No.: ___________________________________________________
                             (SEE SUBSTITUTE FORM W-9 HEREIN)

                            GUARANTEE OF SIGNATURE(S)
                            (See Instruction 2 below)

Signature(s) Guaranteed by an Eligible Institution:

Authorized Signature: __________________________________________________________

Name: __________________________________________________________________________

________________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

Title: _________________________________________________________________________

Name of Firm: __________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No.: ___________________________________________________

Date: ____________________________________, 200___

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


                                       9
<PAGE>

                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

     1. DELIVERY OF THE LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedure for Tendering Outstanding Notes" in the Prospectus and an
Agent's Message is not delivered. Certificates, or timely confirmation of a
book-entry transfer of such Original Notes into the Exchange Agent's account at
DTC, 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 address set forth herein on or before 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. Original Notes may be tendered in whole
or in part in integral multiples of $1,000. ORIGINAL NOTES SHOULD BE DELIVERED
ONLY TO THE EXCHANGE AGENT AND NOT TO THE COMPANY OR TO ANY OTHER PERSON.

     Holders who wish to tender their Original Notes and (i) whose Original
Notes are not immediately available or (ii) who cannot deliver their Original
Notes, this Letter of Transmittal and all other required documents to the
Exchange Agent on or before the Expiration Date or (iii) who cannot complete the
procedures for delivery by book-entry transfer on a timely basis, may tender
their Original 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 Procedures" in the Prospectus. Pursuant
to such procedures: (i) such tender must be made by or through an Eligible
Institution (as defined below); (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Company, must be received by the Exchange Agent on or before the Expiration
Date; and (iii) the Certificates (or a book-entry confirmation) representing all
tendered Original Notes, in proper form for transfer, together with a 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 within three New
York Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in "The Exchange Offer--Guaranteed Delivery
Procedures" 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 of Guaranteed
Delivery. For Original Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery on or before 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 CERTIFICATES, 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, THEN CERTIFIED OR REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY
TO THE EXCHANGE AGENT BY MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.


                                       10

<PAGE>

     The Company will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution of a Letter of Transmittal (or
facsimile 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 Original Notes
(the "Holder")) of Original 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 Original 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 Original Notes" is inadequate, the Certificate number(s) and/or
the principal amount of Original Notes and any other required information should
be listed on a separate signed schedule that is attached to this Letter of
Transmittal.

     4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes will be
accepted only in integral multiples of $1,000. If less than all the Original
Notes evidenced by any Certificates submitted is to be tendered, fill in the
principal amount of Original Notes that is to be tendered in the box entitled
"Principal Amount of Original Notes Tendered." In such case, new Certificate(s)
for the remainder of the Original Notes that was evidenced by your old
Certificate(s) will only be sent to the Holder of the Original Notes, promptly
after the Expiration Date. All Original 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 Original Notes may be
withdrawn at any time on or before the Expiration Date. In order for a
withdrawal to be effective on or before that time, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth on or before the Expiration
Date. Any such notice of withdrawal must specify the name of the person who
tendered the Original Notes to be withdrawn, the aggregate principal amount of
Original Notes to be withdrawn, and (if Certificates for Original Notes have
been tendered) the name of the registered Holder of the Original Notes as set
forth on the Certificate for the Original Notes, if different from that of the
person who tendered such Original Notes.

     If Certificates for the Original Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
Certificates for the Original Notes, the tendering Holder must submit the serial
numbers shown on the particular Certificates for the Original Notes to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution, except in the case of Original Notes tendered for the
account of an Eligible Institution. If Original Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under "The Exchange Offer--Procedure for Tendering Outstanding Notes," the
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawal of Original Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Original
Notes may not be rescinded. Original 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 before the Expiration Date by following any of the
procedures described in the Prospectus under "The Exchange Offer--Procedure for
Tendering Outstanding Notes."


                                       11

<PAGE>

     All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
The Company, any affiliates or assigns of the Company, the Exchange Agent or any
other person shall not 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 Original Notes which have been tendered but
which are withdrawn will be returned to the Holder thereof without cost to such
Holder promptly after withdrawal.

     5. SIGNATURES ON LETTER OF TRANSMITTAL; ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered Holder(s) of the Original
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) without alteration, enlargement or
any change whatsoever.

     If any Original 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 Original 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) 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 Company, must
submit proper evidence satisfactory to the Company, in its sole discretion, of
each such person's authority to so act.

     When this Letter of Transmittal is signed by the registered owner(s) of the
Original Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) is required unless Exchange Notes are
to be issued in the name of a person other than the registered Holder(s).
Signatures 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 Original 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 Company or the Trustee for the Original Notes may require in accordance
with the restrictions on transfer applicable to the Original Notes. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.

     IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND POWER
WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT IN A
RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").

     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 Original 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 Company 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 Original Notes, which
determination shall be final and binding on all parties. The Company reserves
the


                                       12

<PAGE>

absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to the Company, be unlawful. The Company also reserves the absolute
right, subject to applicable law, to waive any irregularities in any tender of
Original Notes of any particular Holder. If we waive any irregularities with
respect to a Holder, we will extend the same waiver to all Holders with respect
to that irregularity being waived. The Company'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 Original Notes will
be deemed to have been validly made until all irregularities with respect to
such tender have been cured or waived. Neither the Company, any affiliates or
assigns of the Company, the Exchange Agent, nor 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 Company at its address and
telephone number set forth in the Prospectus on page (i). Additional copies of
the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal
may be obtained from the Company or from your broker, dealer, commercial bank,
trust company or other nominee.

     9. 28% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under the U.S. Federal
income tax law, a Holder whose tendered Original Notes are accepted for exchange
is required to provide the Exchange Agent with such Holder's correct taxpayer
identification number ("TIN"), which, in the case of an holder who is an
individual, is his or her social security number, on the 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
Original Notes exchanged pursuant to the Exchange Offer may be subject to 28%
backup withholding.

     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 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 28% 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, 28% 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 Original Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Original Notes. If the Original 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 the backup
withholding and tax reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9, below, and should write "exempt" on
the face thereof to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed IRS
Form W-8, signed under penalties of perjury, attesting


                                       13

<PAGE>

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 by submitting the appropriate
information to the IRS.

     10. WAIVER OF IRREGULARITIES AND DEFECTS. The Company reserves the absolute
right to waive any defects or irregularities as to any particular note before
the expiration of the Exchange Offer. If we waive any defects or irregularities
with respect to a Holder, we will extend the same waiver to all Holders with
respect to that defect or irregularity being waived.

     11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Original Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of Original Notes for exchange. Neither the Company, the Exchange
Agent nor any other person is obligated to give notice of any defect or
irregularity with respect to any tender of Original Notes nor shall any of them
incur any liability for failure to give any such notice.

     12. MUTILATED, LOST, DESTROYED OR STOLEN CERTIFICATES. If any
Certificate(s) representing Original Notes have been mutilated, 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 mutilated, lost, destroyed or
stolen Certificate(s) have been followed.

     13. SECURITY TRANSFER TAXES. Holders who tender their Original 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
Original Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original 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.

     14. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of the Prospectus or this Letter of Transmittal may be
obtained from the Exchange Agent at its telephone number set forth on the first
page of this Letter of Transmittal.


                                       14

<PAGE>

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

              PAYER'S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION
           PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN")

                                   SUBSTITUTE
                                    FORM W-9

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

PART 2--TIN Applied For [ ]

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);

(2)  I am not subject to backup withholding either because: (a) I have not been
     notified by the Internal Revenue Service (the "IRS") that I am subject to
     backup withholding as a result of a failure to report all interest or
     dividends, or (b) the IRS has notified me that I am no longer subject to
     backup withholding; and

(3)  I am a U.S. person (including a U.S. resident alien).

Certification Instructions--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you were no longer subject to backup
withholding, do not cross out item (2).


Signature:                              Date:                            , 200
           --------------------------         ---------------------------     --

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

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
     OF 28% OF ANY PAYMENTS MADE TO YOU IN CONNECTION WITH THE EXCHANGE OFFER.
     PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
     IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR WILL
     SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER

             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, twenty eight percent (28%) of all reportable payments made to me
thereafter will be withheld until I provide a number.


Signature:                              Date:                             ,200
           --------------------------         ----------------------------    --

<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security Numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer Identification Numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the type of
number to give the payer.

<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT:
-------------------------
<S>                                     <C>
                                        GIVE THE SOCIAL SECURITY NUMBER OF--

1.   An individual's account            The individual

2.   Two or more individuals (joint     The actual owner of the account or, if
     account)                           combined funds, any one of the
                                        individuals(1)

3.   Husband and wife (joint account)   The actual owner of the account or, if
                                        joint funds, either person(1)

4.   Custodian account of a minor       The minor(2)
     (Uniform Gift to Minors Act)

5.   Adult and minor (joint account)    The adult or, if the minor is the only
                                        contributor, the minor(1)

6.   Account in the name of guardian    The ward, minor or incompetent person(3)
     or committee for a designated
     ward, minor, or incompetent
     person

7.a. The usual revocable savings        The grantor-trustee(1)
     trust account (grantor is also
     trustee)

  b. So-called trust account that is    The actual owner(1)
     not a legal or valid trust under
     State law

8.   Sole proprietorship account        The owner(4)

                                        GIVE THE EMPLOYER IDENTIFICATION NUMBER
                                        OF--

9.   A valid trust, estate or pension   The legal entity (Do not furnish the
     trust                              identifying number of the personal
                                        representative or trustee unless the
                                        legal entity itself is not designated in
                                        the account title)(5)

10.  Corporate account                  The corporation

11.  Religious, charitable, or          The organization
     educational organization account

12.  Partnership account held in the    The partnership
     name of the business

13.  Association, club, or other        The organization
     tax-exempt organization

14.  A broker or registered nominee     The broker or nominee

15.  Account with the Department of     The public entity
     Agriculture in the name of a
     public entity (such as a State
     or local government, school
     district, or prison) that
     receives agricultural program
     payments
</TABLE>

(1)  List first and circle the name of the person whose number you furnish.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  Circle the ward's, minor's or incompetent person's name and furnish such
     person's social security number.

(4)  You must show your individual name, but you may also enter your business or
     "doing business" name. You may use either your Social Security Number or
     Employer Identification Number.

(5)  List first and circle the name of the legal trust, estate, or pension
     trust.

NOTE: If no name is circled when there is more than one name, the number will be
     considered to be that of the first name listed.

<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

     If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

     Payees specifically exempted from backup withholding on ALL payments
include the following:

     -    A corporation.

     -    A financial institution.

     -    An organization exempt from tax under section 501(a), or an individual
          retirement plan.

     -    The United States or any agency or instrumentality thereof.

     -    A State, the District of Columbia, a possession of the United States,
          or any subdivision or instrumentality thereof.

     -    A foreign government, a political subdivision of a foreign government,
          or any agency or instrumentality thereof.

     -    An international organization or any agency, or instrumentality
          thereof.

     -    A dealer in securities or commodities required to register in the U.S.
          or a possession of the U.S.

     -    A real estate investment trust.

     -    A common trust fund operated by a bank under section 584(a).

     -    An exempt charitable remainder trust, or a non-exempt trust described
          in section 4947.

     -    An entity registered at all times under the Investment Company Act of
          1940.

     -    A foreign central bank of issue.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

     PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

     (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

     (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

     (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.

     FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.