<PAGE>   1
 
                               NOTICE OF EXCHANGE
 
              TO TENDER FOR EXCHANGE COMMON AND/OR PREFERRED UNITS
 
                                       OF
 
                      WALDEN/DREVER OPERATING PARTNERSHIP
                           PURSUANT TO THE PROSPECTUS
 
                                       BY
 
                      WALDEN RESIDENTIAL PROPERTIES, INC.
          UNITS TENDERED FOR EXCHANGE MAY NOT BE WITHDRAWN AT ANY TIME
                  AFTER SUCH UNITS ARE TENDERED FOR EXCHANGE.
 
                             To the Exchange Agent:
 
                             BOSTON EQUISERVE L.P.
 
<TABLE>
  <S>                                    <C>                                          <C>
                By Mail:                       By Overnight Mail or Courier:                        By Hand:
          Boston Equiserve L.P.                    Boston Equiserve L.P.                      Boston Equiserve L.P.
       Attention: ---------------                Attention: ---------------                Attention: ---------------
                [Address]                                [Address]                                  [Address]
           [City, State, Zip]                        [City, State, Zip]                        [City, State, Zip]
 
     Facsimile Transmission Number:                Confirm by Telephone:                          Information:
               (   )    -                                (   )    -                                (   )    -
                                                                                                   (   )    -
</TABLE>
 
     THE DOCUMENTS ACCOMPANYING THIS NOTICE OF EXCHANGE AND THE INSTRUCTIONS
INCLUDED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF EXCHANGE IS
COMPLETED.
 
     DELIVERY OF THIS NOTICE OF EXCHANGE TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS NOTICE OF
EXCHANGE WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 AND
NON-FOREIGN TAX AFFIDAVIT PROVIDED BELOW.
<PAGE>   2
 
     The undersigned acknowledges that he has received and reviewed the
Prospectus (the "Prospectus") of Walden Residential Properties, Inc., a Maryland
corporation (the "Company"), and this Notice of Exchange (the "Notice of
Exchange"). The Prospectus and Notice of Exchange together describe the terms
and conditions of the right of the holders of certain units (each a "Holder") of
Walden/Drever Operating Partnership (the "Partnership"), pursuant to Article 11
of the Amended and Restated Limited Partnership Agreement (the "Partnership
Agreement") of the Partnership to exchange (i) Class B Common Units (a "Common
Unit") of the Partnership for one share of common stock, par value $.01 per
share (the "Common Stock"), of the Company and (ii) Class B Preferred Units (a
"Preferred Unit") of the Partnership for one share of 9% Redeemable Preferred
Stock, par value $.01 per share (the "Redeemable Preferred Stock"), of the
Company and three and one-third Series B Warrants (the "Warrants") of the
Company, respectively (the "Exchange"). The Class B Common Units and the Class B
Preferred Units are collectively referred to herein as the "Units." The Common
Stock, Redeemable Preferred Stock and the Warrants are collectively referred to
herein as the "Walden Securities."
 
     Any Units not exchanged will remain restricted securities and may be resold
only (i) pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and (ii) in accordance with the terms of the Partnership
Agreement.
 
     Upon the terms and subject to the conditions set forth in the Partnership
Agreement, the Prospectus and this Notice of Exchange, the Company will exchange
(i) one share of Common Stock registered under the Securities Act pursuant to a
registration statement on Form S-11 filed by the Company (the "Registration
Statement"), plus, at the election of the Company, cash and/or whole shares of
Common Stock in an amount equal to such Holder's Proportionate Prior Unpaid
Class B Common Distributions (as defined in the Partnership Agreement), if any,
for each Common Unit properly tendered for exchange; and (ii) one share of
Redeemable Preferred Stock and three and one-third Warrants registered under the
Securities Act pursuant to the Registration Statement plus, at the election of
the Company, cash and/or whole shares of Redeemable Preferred Stock in an amount
equal to such Holder's Proportionate Current Unpaid Preferred Distributions (as
defined in the Partnership Agreement), if any, for each Preferred Unit properly
tendered for exchange. In order to exchange Units, a Holder must deliver to
Boston Equiserve L.P., as Exchange Agent (the "Exchange Agent"), (a) a properly
completed Notice of Exchange, and (b) any certificates representing Units. A
Holder may only tender for exchange a minimum of the lesser of (x) 100 Common or
Preferred Units or (y) the total number of Units held by such Holder. If a
Holders' Units are not properly tendered for exchange, such Holder will not
receive Walden Securities.
 
     No alternative, conditional or contingent tenders for exchange will be
accepted. A tendering Holder, by execution of this Notice of Exchange, waives
all rights to receive notice of acceptance of such Holder's Units for exchange.
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.
 
                                        2
<PAGE>   3
 
                   PLEASE READ THIS ENTIRE NOTICE OF EXCHANGE
                  CAREFULLY BEFORE COMPLETING ANY INFORMATION
 
     List below the Units that are to be tendered for exchange pursuant to this
Notice of Exchange. If the space below is inadequate, list the information
requested below on a separate signed schedule and affix the list to this Notice
of Exchange.
<TABLE>
<S>                                           <C>
-------------------------------------------------------------------------------------------------
                                  DESCRIPTION OF UNITS TENDERED
-------------------------------------------------------------------------------------------------
    Name(s) and Address(es) of Holder(s)                          Certificate
         (Please fill in, if blank)                                Number(s)
-------------------------------------------------------------------------------------------------
 
                                              ---------------------------------------------------
 
                                              ---------------------------------------------------
 
                                              ---------------------------------------------------
 
                                              ---------------------------------------------------
 
                                              ---------------------------------------------------
 
-------------------------------------------------------------------------------------------------
 Total Number of Units Tendered for Exchange
-------------------------------------------------------------------------------------------------
 (1)  Unless otherwise indicated in this column, any Holder tendering Units for exchange will be
      deemed to have tendered the entire number of Units indicated in the column labeled "Number
      of Units Represented by Certificate(s)". See Instruction 5.
-------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                                            <C>                                                 <C>
-------------------------------------------------------------------------------------------------
                                  DESCRIPTION                      DESCRIPTION OF UNITS TENDERED
-------------------------------------------------------------------------------------------------
                                                                 Number of Units                    Number of Units
    Name(s) and Address(es) of Holder(s)                           Represented                       Tendered for
         (Please fill in, if blank)                             by Certificate(s)                     Exchange(1)
-------------------------------------------------------------------------------------------------
                                              ---------------------------------------------------
                                              ---------------------------------------------------
                                              ---------------------------------------------------
                                              ---------------------------------------------------
                                              ---------------------------------------------------
-------------------------------------------------------------------------------------------------
 Total Number of Units Tendered for Exchange
-------------------------------------------------------------------------------------------------
 (1)  Unless otherwise indicated in this colu
      deemed to have tendered the entire numb
      of Units Represented by Certificate(s)"
-------------------------------------------------------------------------------------------------
</TABLE>
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
     Only registered Holders are entitled to tender their Units. Persons who are
beneficial owners of Units but are not registered Holders and who seek to tender
Units for exchange should (i) contact the registered Holder of such Units and
instruct such registered Holder to tender for exchange on his behalf, (ii)
obtain and include with this Notice of Exchange certificates representing the
Units to be exchanged properly endorsed for transfer by the registered Holder or
(iii) effect a record transfer of such Units from the registered Holder to such
beneficial owner and comply with the requirements applicable to registered
Holders for tendering Units for exchange. See "Procedure to Exchange Units" in
the Prospectus.
 
                                        3
<PAGE>   4
 
     To: Walden Residential Properties, Inc. (the "Company")
 
     Upon the terms and subject to the conditions of the Partnership Agreement,
the Prospectus and this Note of Exchange (collectively, the "Exchange"), the
undersigned hereby tenders to the Company for exchange, the Units indicated
above. Subject to, and effective upon, acceptance for exchange of the Units
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company, all right, title and interest in and to all such
Units tendered for exchange hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent
also acts as agent of the Company) with respect to such Units, with full power
of substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (a) deliver certificates
representing such Units, together, in each such case, with all accompanying
evidences of transfer and authenticity to or upon the order of the Company, (b)
present such Units for transfer on the relevant register and (c) receive all
benefits or otherwise exercise all rights of beneficial ownership of such Units
(except that the Exchange Agent will have no rights to or control, except as
agent for the Company, for the Walden Securities delivered in connection with
the Exchange) all in accordance with the terms of the Exchange.
 
     THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER FOR EXCHANGE, SELL, ASSIGN AND TRANSFER THE
UNITS TENDERED FOR EXCHANGE 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 SECURITY INTERESTS, LIENS, RESTRICTIONS, CLAIMS,
CHARGES, ENCUMBRANCES, CONDITIONAL SALES AGREEMENTS OR OTHER OBLIGATIONS
RELATING TO THE SALE OR TRANSFER THEREOF, AND NOT BE SUBJECT TO ANY ADVERSE
CLAIM. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY THE EXCHANGE AGENT OR THE COMPANY TO BE NECESSARY OR
DESIRABLE TO COMPLETE THE ASSIGNMENT, TRANSFER AND PURCHASE OF THE UNITS
TENDERED FOR EXCHANGE HEREBY. THE UNDERSIGNED HAS READ THE PROSPECTUS AND THIS
NOTICE OF EXCHANGE AND AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE
EXCHANGE. DELIVERY OF ENCLOSED UNITS SHALL BE EFFECTED, AND RISK OF LOSS AND
TITLE TO SUCH UNITS SHALL PASS, ONLY UPON PROPER DELIVERY THEREOF TO THE
EXCHANGE AGENT.
 
     All authority conferred or agreed to be conferred pursuant to this Notice
of Exchange and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy, and personal and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Units properly tendered may not be withdrawn at any time subsequent
to their tender for exchange.
 
     In the event a Holder submits a nonconforming tender of Units for exchange,
all such Units will be returned to the undersigned without cost to the
undersigned as soon as practicable following the discovery of such
nonconformity, at the address shown below the undersigned's signature(s) unless
otherwise indicated under "Special Issuance Instructions" below.
 
     Unless otherwise indicated under "Special Issuance Instructions" below, the
Exchange Agent will issue the Walden Securities for Units properly tendered
hereby for exchange and/or return any certificates representing Units not
properly tendered for exchange in the name(s) of the Holder(s) appearing under
"Description of Units Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," the Walden Securities, and/or any certificates
representing Units not tendered for exchanged or not accepted for exchange (and
accompanying documents, as appropriate) to be returned will be sent to the
address(es) of the Holder(s) appearing under "Description of Units Tendered." In
the event that both the Special Issuance Instructions and the Special Delivery
Instructions are completed, the Walden Securities will be issued, if applicable,
and the certificates representing any Units not tendered for exchange (and any
accompanying documents, as appropriate) will be returned in the name of, and
delivered to, the person or persons so indicated. The undersigned recognizes
that neither the Exchange Agent nor the Company has any obligation pursuant to
the Special Issuance Instructions to transfer any Units from the name of the
Holder thereof if the Company does not accept for exchange any of the Units so
tendered due to a failure to properly tender such Units for exchange.
 
                                        4
<PAGE>   5
 
                         SPECIAL ISSUANCE INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
     To be completed ONLY if the certificates representing the Walden Securities
and/or certificates representing Units not tendered for exchange are to be
issued in the name of someone other than the undersigned.
 
Issue Certificate(s) to:
 
Name:
                                     (Please Print)
 
Address:
                               (Include Zip Code)
              (Taxpayer Identification or Social Security Number)
 
                         SPECIAL DELIVERY INSTRUCTIONS
                        (SEE INSTRUCTIONS 1, 5, 6 AND 7)
 
     To be completed ONLY if the Walden Securities and/or certificates
representing the Units not tendered for exchange are to be sent to someone other
than the undersigned or to the undersigned at an address other than that shown
above.
 
Mail Certificate(s) to:
 
Name:
                                     (Please Print)
 
Address:
                               (Include Zip Code)
              (Taxpayer Identification or Social Security Number)
 
                                        5
<PAGE>   6
 
                                   SIGNATURES
 
                                HOLDERS OF UNITS
 
                                   SIGN HERE
            IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 IN
                            THIS NOTICE OF EXCHANGE
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                      (Signature(s) of Holder(s) of Units)
 
Date: ________________, ____
 
 (Must be signed by the Holder(s) exactly as name(s) appear(s) on certificate(s)
representing the Units or by person(s) authorized to become Holder(s) by
certificates and documents transmitted herewith. If signature is by
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 6.)
 
Capacity (Full Title):
 
Name(s):
                             (Please Type or Print)
 
Address:
                               (Include Zip Code)
 
Area Code and Telephone Number
 
Tax Identification or Social Security No.
 
                                        6
<PAGE>   7
 
                                  INSTRUCTIONS
 
            FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE
 
     1.  BENEFICIAL OWNERS. Persons who are beneficial owners of Units but are
not Holders and who seek to tender Units for exchange should (i) contact the
Holder of such Units and instruct such Holder to tender on his behalf, (ii)
obtain and include with this Notice of Exchange Units properly endorsed for
transfer by the Holder, or (iii) effect a record transfer of such Units from the
Holder to such beneficial owner and comply with the requirements applicable to
Holders for tendering Units. See Instruction 6.
 
     2.  REQUIREMENTS OF TENDER FOR EXCHANGE. For a Holder to properly tender
Units for exchange, a properly completed and duly executed Notice of Exchange
(or a facsimile thereof), together with any other documents required by these
Instructions, must be received by the Exchange Agent at one of the addresses set
forth on the cover hereof and certificates representing such Units must also be
received by the Exchange Agent at such address.
 
     THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING UNITS, THIS NOTICE OF
EXCHANGE AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND RISK OF THE
TENDERING HOLDER AND DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT.
 
     3.  WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS. Tenders of Units for
exchange may not be withdrawn once submitted to the Exchange Agent.
 
     4.  PARTIAL EXCHANGES. If fewer than the entire number of Units evidenced
by a submitted certificate are tendered for exchange, the tendering Holder
should fill in the applicable amount of the Units that are to be tendered in the
box entitled "Description of Units Tendered." The entire number of Units
represented by the certificates for all Units delivered to the Exchange Agent
will be deemed to have been tendered for exchange unless otherwise indicated. If
the entire number of Units is not tendered for exchange, new certificate(s)
representing the remainder of the number of Units that were evidenced by the old
certificate(s) will be sent to the Holder, unless otherwise provided in the
boxes entitled "Special Payment Instructions" or "Special Delivery Instructions"
above, as soon as practicable.
 
     5.  SIGNATURES ON THIS NOTICE OF EXCHANGE. If this Notice of Exchange is
signed by the Holder(s) of the Units tendered for exchange hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the certificate(s) without alteration or any change whatsoever.
 
     If any of the Units tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Notice of Exchange. If any tendered
Units are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate Notices of Exchange as
there are names in which certificates are held.
 
     If this Notice of Exchange or any certificates 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 proper evidence satisfactory to the
Company of their authority so to act must be submitted, unless waived by the
Company.
 
     If this Notice of Exchange is signed by the Holder(s) of the Units listed
and transmitted hereby, no endorsements of certificates are required unless
certificates for Units not tendered for exchange are to be issued to, a person
other than the Holder(s).
 
     6.  TRANSFER TAXES. The Company will pay or cause to be paid any transfer
taxes with respect to the transfer and sale of Units to it or its order pursuant
to the Exchange. If, however, the Walden Securities are to be registered in the
name of any person other than the Holder(s), or if certificates tendered for
exchange are registered in the name of any person other than the person(s)
signing this Notice of Exchange, the amount of any transfer taxes (whether
imposed on the Holder(s) or such other person) payable on account of the
transfer to such person will be due from the Holder prior to completion of the
exchange unless satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted.
 
     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Notice of
Exchange.
 
                                        7
<PAGE>   8
 
     7.  SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If Walden Securities are to
be issued in the name of, and/or certificates representing Units not exchanged
are to be returned to, a person other than the person(s) signing this Notice of
Exchange or if Walden Securities are to be sent and/or such certificates are to
be returned to a person other than the person(s) signing this Notice of Exchange
or to an address other than that shown above, the appropriate boxes on this
Notice of Exchange should be completed.
 
     8.  WAIVER OF CONDITIONS. To the extent permitted by applicable law, the
Company reserves the right to waive any and all conditions to the Exchange and
accept for exchange any Units tendered for exchange
 
     9.  TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a Holder whose tendered Units are accepted for
exchange, or such Holder's assignee (in either case, the "Payee"), provide the
Company (the "Payor"), with his or her correct Taxpayer Identification Number
("TIN"), which, in the case of a Payee who is an individual, is his or her
social security number. If the Payor is not provided with the correct TIN or an
adequate basis for an exemption, such Payee may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the interest paid on the Exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
 
     To prevent backup withholding, each Payee must provide his correct TIN by
completing the "Substitute Form W-9" set forth herein, certifying that the TIN
provided is correct (or that such Payee is awaiting a TIN) and that (i) the
Payee is exempt from backup withholding, (ii) the Payee has not been notified by
the Internal Revenue Service that he is subject to backup withholding as a
result of a failure to report all interest or dividends, or (iii) the Internal
Revenue Service has notified the Payee that he is no longer subject to backup
withholding.
 
     If the Payee does not have a TIN, such Payee should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and
sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth herein. Note: Writing "Applied For" on the form
means that the Payee has already applied for a TIN or that such Payee intends to
apply for one in the near future.
 
     If the Units are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
 
     Exempt Payees (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt Payee
should write "Exempt" in Part 2 of Substitute Form W-9. See the W-9 Guidelines
for additional instructions. In order for a nonresident alien or foreign entity
to qualify as exempt, such person must submit a completed Form W-8, "Certificate
of Foreign Status." Such form may be obtained from the Payor.
 
     10.  MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES. Any Holder whose
certificates representing Units have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at one of the addresses indicated above for
further instructions.
 
     11.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Company at (972) 788-0510. Additional copies of the
Prospectus, this Notice of Exchange and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Exchange Agent.
 
                                        8
<PAGE>   9
 
                         TO BE COMPLETED BY ALL PAYEES
                              (SEE INSTRUCTION 9)
 
<TABLE>
<S>                             <C> <C>                                  <C>    <C>                                <C>
-----------------------------------------------------------------------------------------------------------------------
 PAYOR'S NAME:
-----------------------------------------------------------------------------------------------------------------------
                                                                         Name
 SUBSTITUTE
 FORM W-9                                                               Address
                                                                  (Number and Street)
 DEPARTMENT OF THE TREASURY
 INTERNAL REVENUE SERVICE                                       (City)(State)(Zip Code)
 PAYOR'S REQUEST FOR
 TAXPAYER
 IDENTIFICATION NUMBER (TIN)
 AND CERTIFICATION
                                 ------------------------------------------------------------------------------------
                                    PART 1 -- PLEASE PROVIDE YOUR TIN
                                    IN THE BOX AT RIGHT AND CERTIFY BY                            TIN
                                    SIGNING AND DATING BELOW                          (Social Security Number or
                                                                                    Employer Identification Number
                                ------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<S>                             <C> <C>                                                                             <C>
 
                                    PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" HERE
                                    (SEE INSTRUCTIONS)
                                 ------------------------------------------------------------------------------------
</TABLE>
 
                        PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I
                        CERTIFY THAT
 
                          (1) The number shown on this form is my correct TIN
                              (or I am waiting for a number to be issued to
                              me), and
 
                          (2) I am not subject to backup withholding because:
                              (a) I am exempt from backup withholding, or (b) I
                              have not been notified by the Internal Revenue
                              Service (the "IRS") that I am subject to backup
                              withholding as a result of a failure to report
                              all interest or dividends or (c) the IRS has
                              notified me that I am no longer subject to backup
                              withholding.
 
                        SIGNATURE   DATE ________________________
--------------------------------------------------------------------------------
 
     You must cross out Part 2 above if you have been notified by the IRS that
you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
 
     YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
                      IN PART 1 OF THE SUBSTITUTE FORM W-9
 
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I have mailed or delivered an application to
receive a taxpayer identification number of the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor, the Payor is required to
withhold 31 percent of all cash payments made to me until I provide a number.
 
SIGNATURE   DATE ________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
      FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
      FOR ADDITIONAL DETAILS.
 
                                        9
<PAGE>   10
 
                             TO THE EXCHANGE AGENT:
 
                             BOSTON EQUISERVE L.P.
 
<TABLE>
  <S>                                    <C>                                         <C>
                By Mail:                       By Overnight Mail or Courier:                       By Hand:
          Boston Equiserve L.P.                    Boston Equiserve L.P.                     Boston Equiserve L.P.
       Attention: ---------------                Attention: ---------------               Attention: ---------------
                [Address]                                [Address]                                 [Address]
           [City, State, Zip]                        [City, State, Zip]                       [City, State, Zip]
     Facsimile Transmission Number:                Confirm by Telephone:                         Information:
               (   )    -                                (   )    -                               (   )    -
                                                                                                  (   )    -
</TABLE>
 
                                       10