<PAGE>

                              LETTER OF TRANSMITTAL
                                IMAX CORPORATION

 OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 9 5/8% SENIOR NOTES DUE 2010 ISSUED
 ON DECEMBER 4, 2003 FOR 9 5/8% SENIOR NOTES DUE 2010 WHICH HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933

     Pursuant to the Prospectus, dated           , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON      , 2004
   UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
  5:00 P.M.,  NEW YORK CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION
    DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO THE EXCHANGE OFFER AS OF THE
PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE
                     PREVIOUSLY SCHEDULED EXPIRATION DATE.

                                  DELIVERY TO:

                 U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT

                       BY HAND, MAIL OR OVERNIGHT COURIER:
                              60 Livingstone Avenue
                         St. Paul, Minnesota 55107-2292
                         Attention: Specialized Finance

For Information Call:           BY FACSIMILE:               Confirm Receipt of
                      (for eligible institutions only)   Facsimile by Telephone:
  (651) 495-8097               (651) 495-8097                 (651) 495-8097
                         Attention: Mr. Frank Leslie

     Delivery of this letter of transmittal to an address other than as set
forth above, or transmission of this Letter of Transmittal via facsimile to a
number other than as set forth above, will not constitute a valid delivery.
Please read this entire Letter of Transmittal carefully before completing any
box below.

     The undersigned acknowledges that he, she or it has received this Letter of
Transmittal (the "Letter") and the Prospectus, dated                , 2004
(the "Prospectus"), of IMAX Corporation (the "Company") or, if resident in
Canada, the Canadian Offering Memorandum dated           , 2004 (the "Canadian
Offering Memorandum"), relating to its offer to exchange up to $160,000,000
aggregate principal amount of its 9 5/8% Senior Notes due 2010 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 9 5/8% Senior Notes due 2010 (the "Old Notes") from the registered
holders thereof (the "Holders"). The Prospectus (or, for Canadian residents, the
Canadian Offering Memorandum) and this Letter of Transmittal together constitute
the Company's offer to exchange (the "Exchange Offer") its Old Notes for a like
principal amount of its New Notes from the Holders.


     For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of, and representing
the same indebtedness or that represented by, the surrendered Old Note. The New
Notes will accrue interest from the last interest payment date on which interest
was paid on the Old Notes or, if no interest has been paid on the Old Notes,
from the issue date of the Old Notes. Accordingly, registered Holders of New
Notes on the relevant record date for the first interest payment date following
the consummation of the Exchange Offer will receive interest accruing from the
last interest payment date on which interest was paid or, if no interest has
been paid, from the issue date of the Old Notes. Old Notes accepted for exchange
will cease to accrue interest from and after the date of consummation of the
Exchange Offer. Holders of Old Notes whose Old Notes are accepted for exchange
will not receive any payment in respect of accrued interest on such Old Notes
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer. If any tendered Old Notes are
not accepted for any reason described in the terms and conditions of the
Exchange Offer (including the termination or withdrawal of the Exchange Offer),
such unaccepted or such nonexchanged Old Notes will be returned promptly without
expense to the tendering Holder thereof (if in certificated form) or credited to
an account maintained with the Book-Entry Transfer Facility (as described below)
after the expiration or termination of the Exchange Offer.

<PAGE>

     This Letter of Transmittal is to be completed by a Holder of Old Notes
either if certificates are to be forwarded herewith or if a tender of
certificates for Old Notes, if available, is to be made by book-entry transfer
to the account maintained by the Exchange Agent at The Depository Trust Company
("DTC") (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus.
Holders of Old Notes whose certificates are not immediately available, or who
are unable to deliver confirmation of the book-entry tender of their Old Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, must
tender their Old Notes according to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.

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

<TABLE>
<CAPTION>
                                  DESCRIPTION OF OLD NOTES

------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED      CERTIFICATE      AGGREGATE PRINCIPAL AMOUNT*     PRINCIPAL
 HOLDER(S) (PLEASE FILL IN, IF BLANK)        NUMBER(S)                                      AMOUNT OF
                                                                                           OLD NOTE(S)
                                                                                            TENDERED**
<S>                                         <C>              <C>                          <C>
------------------------------------------------------------------------------------------------------

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

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

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

----------
*    Need not be completed if Old Notes are being tendered by book-entry
     transfer.
**   Unless otherwise indicated in this column, a holder will be deemed to have
     tendered ALL of the Old Notes represented by the Old Notes indicated in
     column 2. See Instruction 2. Old Notes tendered hereby must be in
     denominations of principal amount of $1,000 and any integral multiple
     thereof. See Instruction 1.

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

     Name of Tendering Institution _____________________________________________

     Account Number ____________________________________________________________

     Transaction Code Number ___________________________________________________

[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
     OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
     THE FOLLOWING:

     Name(s) of Registered Holder(s) ___________________________________________

     Window Ticket Number (if any) _____________________________________________

     Date of Execution of Notice of Guaranteed Delivery ________________________

     Name of Institution That Guaranteed Delivery ______________________________

     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

     Account Number ____________________________________________________________

     Transaction Code Number ___________________________________________________

[  ] CHECK HERE IF YOU ARE A BROKER-DEALER OR OTHER PARTY ENTITLED, PURSUANT
     TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE
     PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE

                                       2

<PAGE>

     PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN
     180 DAYS AFTER THE EXPIRATION DATE.

     Name: _____________________________________________________________________

     Address: __________________________________________________________________

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges and
represents that it will deliver a prospectus meeting the requirements of the
Securities Act, in connection with any resale of such New Notes; however, by so
acknowledging and representing and by delivering such a prospectus the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If the undersigned is a broker-dealer that will
receive New Notes, it represents that the Old Notes to be exchanged for the New
Notes were acquired as a result of market-making activities or other trading
activities. In addition, such broker-dealer represents that it is not acting on
behalf of any person who could not truthfully make the foregoing
representations.

                                       3

<PAGE>

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Company all right, title and
interest in and to such Old Notes as are being tendered hereby.

     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Notes, with full power of substitution, among other
things, to cause the Old Notes to be assigned, transferred and exchanged.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes, and
to acquire New Notes issuable upon the exchange of such tendered Old Notes, and
that, when such Old Notes are accepted for exchange, the Company will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the same are
accepted by the Company. The undersigned hereby further represents and warrants
that any New Notes acquired in exchange for Old Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Notes, whether or not such person is the undersigned, that neither the
Holder of such Old Notes nor any such other person is participating in, intends
to participate in or has an arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
Old Notes or New Notes, that neither the Holder of such Old Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities Act,
of the Company, and that neither the Holder of such Old Notes nor such other
person is acting on behalf of any person who could not truthfully make the
foregoing representations and warranties.

     The undersigned, in the case only of residents of Canada, represents and
warrants that it:

     (a)  is resident in the Province of British Columbia, Alberta,
          Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick or Prince
          Edward Island and is entitled under the applicable provincial
          securities laws to acquire the New Notes without the benefit of a
          prospectus qualified under those securities laws and, in the case of
          provinces other than Ontario, without the services of a dealer
          registered pursuant to those securities laws;

     (b)  is basing its investment decision solely on the Canadian Offering
          Memorandum dated            , 2004 and not on any other information
          concerning the Company or the New Offer;

     (c)  has reviewed and acknowledges the terms referred to under the heading
          "Resale Restrictions" in the Canadian Offering Memorandum;

     (d)  if in Ontario, is an "accredited investor" as defined in Ontario
          Securities Commission Rule 45-501 ("Rule 45-501"), and is not an
          individual unless purchasing from a fully registered dealer within the
          meaning of Section 204 of the Regulation to the Securities Act
          (Ontario);

     (e)  if in Quebec, is: (i) a government, department or agency referred to
          in Section 43 of the Securities Act (Quebec); (ii) a "sophisticated
          purchaser" within the meaning of Section 44 of the Securities Act
          (Quebec); or (iii) a "sophisticated purchaser" within the meaning of
          Section 45 of the Securities Act (Quebec) purchasing for the portfolio
          of a person managed solely by it;

     (f)  if in British Columbia, Alberta, Saskatchewan, Manitoba or Prince
          Edward Island, is an "accredited investor" as defined in Multilateral
          Instrument 45-103 ("MI 45-103);

     (g)  if in New Brunswick, is purchasing New Notes as principal in an amount
          not less than Cdn. $97,000; and


                                       4


<PAGE>

     (h)  is either purchasing New Notes as principal for its own account, or is
          deemed to be purchasing New Notes as principal for its own account in
          accordance with the applicable securities laws of the province in
          which such purchaser is resident, by virtue of being either: (i) a
          designated trust company; (ii) a designated insurance company; (iii) a
          portfolio manager; or (iv) another entity similarly deemed by those
          laws to be purchasing as principal for its own account when purchasing
          on behalf of other beneficial purchasers.

     By acquiring New Notes under the Exchange Offer, each Canadian resident
acknowledges that its name and other specified information, including the
principal amount of New Notes it has acquired, may be disclosed to Canadian
securities regulatory authorities and may become available to the public in
accordance with the requirements of applicable laws. The tendering holder
consents to the disclosure of that information. Each tendering holder of New
Notes in Canada hereby agrees that it is such tendering holder's express wish
that all documents evidencing or relating in any way to the offer and sale of
New Notes be drafted in the English language only. Chaque acheteur au Canada des
valeurs mobilieres reconnait que c'est sa volonte expresse que tous les
documents faisant foi ou se rapportant de quelque maniere a l'offert et vente
des valeurs mobilieres soient rediges uniquement en anglais.

     The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred by
Holders thereof (other than any such Holder that is a broker-dealer or an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holder's business, at the time of commencement of
the Exchange Offer such Holder has no arrangement or understanding with any
person to participate in a distribution of such New Notes, and such Holder is
not engaged in, and does not intend to engage in, a distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes and has no arrangement or understanding to participate
in a distribution of New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes, it represents
that the Old Notes to be exchanged for the New Notes were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such New Notes; however, by so acknowledging
and by delivering a prospectus meeting the requirements of the Securities Act,
the undersigned will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.

     The SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the New Notes (other than a
resale of New Notes received in exchange for an unsold allotment from the
original sale of the Old Notes) with the Prospectus. The Prospectus, as it may
be amended or supplemented from time to time, may be used by certain
broker-dealers (as specified in the Registration Rights Agreement referenced in
the Prospectus) ("Participating Broker-Dealers") for a period of time, starting
on the Expiration Date and ending on the close of business 90 days after the
Expiration Date in connection with the sale or transfer of such New Notes. The
Company has agreed that, for such period of time, it will make the Prospectus
(as it may be amended or supplemented) available to such a broker-dealer which
elects to exchange Old Notes, acquired for its own account as a result of market
making or other trading activities, for New Notes pursuant to the Exchange Offer
for use in connection with any resale of such New Notes. By accepting the
Exchange Offer, each broker-dealer that receives New Notes pursuant to the
Exchange Offer acknowledges and agrees to notify the Company prior to using the
Prospectus in connection with the sale or transfer of New Notes and that, upon
receipt of notice from the Company of the happening of any event which makes any
statement in the Prospectus untrue in any material respect or which requires the
making of any changes in the Prospectus in order to make the statements therein
(in light of the circumstances under which they were made) not misleading, such
broker-dealer will suspend use of the Prospectus until (i) the Company has
amended or supplemented the Prospectus to correct such misstatement or omission
and (ii) either the Company has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Company has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. Except

                                       5


<PAGE>

as described above, the Prospectus may not be used for or in connection with an
offer to resell, a resale or any other retransfer of New Notes. A broker-dealer
that acquired Old Notes in a transaction other than as part of its market-making
activities or other trading activities will not be able to participate in the
Exchange Offer.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Notes."

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

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.

                                       6
<PAGE>

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

________________________________________________________________________________
SIGNATURE(S) OF OWNER                                                       DATE

Area Code and Telephone Number _________________________________________________

     If a Holder is tendering an Old Note, this Letter must be signed by the
registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old
Note or by any person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted herewith. If, signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.

Name(s) ________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

Capacity: ______________________________________________________________________

Address: _______________________________________________________________________

SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) SIGNATURE(S) GUARANTEED BY AN
ELIGIBLE INSTITUTION:

________________________________________________________________________________
                             (AUTHORIZED SIGNATURE)

________________________________________________________________________________
                                     (TITLE)

________________________________________________________________________________
                                 (NAME AND FIRM)

DATED:____________________________________________________________________, 2004


                                       7
<PAGE>

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

To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be issued in the name of and sent to someone other than the person
or persons whose signature(s) appear(s) on this Letter above, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above.

Issue: New Notes and/or Old Notes to: __________________________________________
                                                 (Please Type or Print)

Names(s) and Taxpayer Identification or Social Security Number(s):

________________________________________________________________________________
                                                  (Please Type or Print)

________________________________________________________________________________
                                                  (Please Type or Print)

Address: _______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                                      (Zip/Postal Code)


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


[ ]  Credit unexchanged Old Notes delivered by book-entry transfer to the
     Book-Entry Transfer Facility account set forth below:

________________________________________________________________________________
          (Book-Entry Transfer Facility Account Number, if Applicable)


                                       8


<PAGE>

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

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

Mail: New Notes and/or Old Notes to: ___________________________________________
                                               (Please Type or Print)

Names(s): ______________________________________________________________________
                                               (Please Type or Print)

________________________________________________________________________________
                                               (Please Type or Print)

Address: _______________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                                                    (Zip/Postal Code)


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


                                       9

<PAGE>

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 9 5/8% SENIOR NOTES DUE 2010 ISSUED ON DECEMBER 4, 2003
OF IMAX CORPORATION FOR 9 5/8% SENIOR NOTES DUE 2010 OF IMAX CORPORATION THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

1.   DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES. This
     Letter is to be completed by Holders of Old Notes either if certificates
     are to be forwarded herewith or if tenders are to be made pursuant to the
     procedures for delivery by book-entry transfer set forth in "The Exchange
     Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
     physically tendered Old Notes, or Book-Entry Confirmation, as the case may
     be, as well as a properly completed and duly executed Letter (or manually
     signed facsimile hereof) and any other documents required by this Letter,
     must be received by the Exchange Agent at the address set forth herein on
     or prior to the Expiration Date, or the tendering Holder must comply with
     the guaranteed delivery procedures set forth below. Old Notes tendered
     hereby must be in denominations of principal amount of $1,000 and any
     integral multiple thereof.

     Holders whose certificates for Old Notes are not immediately available or
     who cannot deliver their certificates and all other required documents to
     the Exchange Agent on or prior to the Expiration Date, or who cannot
     complete the procedure for book-entry transfer on a timely basis, may
     tender their Old Notes pursuant to the guaranteed delivery procedures set
     forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of
     the Prospectus. Pursuant to such procedures, (i) such tender must be made
     through an Eligible Institution (as defined herein), (ii) prior to 5:00
     P.M., New York City time, on the Expiration Date, the Exchange Agent must
     receive from such Eligible Institution a properly completed and duly
     executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery,
     substantially in the form provided by the Company (by facsimile
     transmission, mail or hand delivery), setting forth the name and address of
     the Holder of Old Notes and the amount of Old Notes tendered, stating that
     the tender is being made thereby and guaranteeing that within three New
     York Stock Exchange ("NYSE") trading days after the date of execution of
     the Notice of Guaranteed Delivery, the certificates for all physically
     tendered Old Notes, in proper form for transfer, or a Book-Entry
     Confirmation, as the case may be, and any other documents required by this
     Letter will be deposited by the Eligible Institution with the Exchange
     Agent, and (iii) the certificates for all physically tendered Old Notes, in
     proper form for transfer, or a Book-Entry Confirmation, as the case may be,
     and all other documents required by this Letter, are received by the
     Exchange Agent within three NYSE trading days after the date of execution
     of the Notice of Guaranteed Delivery.

     The method of delivery of this Letter, the Old Notes and all or any other
     required documents is at the election and risk of the tendering Holders,
     but the delivery will be deemed made only when actually received or
     confirmed by the Exchange Agent. If Old Notes, this Letter and all other
     required documents are sent by mail, it is suggested that the mailing be
     registered mail, properly insured, with return receipt requested, made
     sufficiently in advance of the Expiration Date to permit delivery to the
     Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration
     Date. See the "The Exchange Offer" section of the Prospectus.


                                     10


<PAGE>

2.   PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
     TRANSFER). If less than all of the Old Notes evidenced by a submitted
     certificate are to be tendered, the tendering Holder(s) should fill in the
     aggregate principal amount of Old Notes to be tendered in the box above
     entitled "Description of Old Notes--Principal Amount Tendered." A reissued
     certificate representing the balance of nontendered Old Notes will be sent
     to such tendering Holder, unless otherwise provided in the appropriate box
     on this Letter, promptly after the Expiration Date.

     ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE
     BEEN TENDERED UNLESS OTHERWISE INDICATED.

3.   SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
     SIGNATURES. If this Letter is signed by the registered Holder of the Old
     Notes tendered hereby, the signature must correspond exactly with the name
     as written on the face of the certificates without any change whatsoever.

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

     If any tendered Old Notes are registered in different names on several
     certificates, it will be necessary to complete, sign and submit as many
     separate copies of this Letter as there are different registrations of
     certificates.

     When this Letter is signed by the registered Holder or Holders of the Old
     Notes specified herein and tendered hereby, no endorsements of certificates
     or separate bond powers are required. If, however, the New Notes are to be
     issued, or any untendered Old Notes are to be reissued, to a person other
     than the registered Holder, then endorsements of any certificates
     transmitted hereby or separate bond powers are required. Signatures on such
     certificate(s) must be guaranteed by an Eligible Institution.

     If this Letter is signed by a person other than the registered Holder or
     Holders of any certificate(s) specified herein, such certificate(s) must be
     accompanied by appropriate bond powers, in either case signed exactly as
     the name or names of the registered Holder or Holders appear(s) on the
     certificate(s) and signatures on such certificate(s) must be guaranteed by
     an Eligible Institution.

     If this Letter or any certificates or bond powers are signed by trustees,
     executors, administrators, guardians, attorneys-in-fact, officers of
     corporations or others acting in a fiduciary or representative capacity,
     such persons should so indicate when signing, and, unless waived by the
     Company, proper evidence satisfactory to the Company of their authority to
     so act must be submitted.

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

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

4.   SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of Old Notes
     should indicate in the applicable box the name and address to which New
     Notes issued pursuant to the Exchange Offer and/or


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     substitute certificates evidencing Old Notes not exchanged are to be issued
     or sent, if different from the name or address of the person signing this
     Letter. In the case of issuance in a different name, the employer
     identification or social security number of the person named must also be
     indicated. Holders tendering Old Notes by book-entry transfer may request
     that Old Notes not exchanged be credited to such account maintained at the
     Book-Entry Transfer Facility as such Holder may designate herein. If no
     such instructions are given, such Old Notes not exchanged will be returned
     to the name and address of the person signing this Letter.

5.   TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable
     to the transfer of Old Notes to it or its order pursuant to the Exchange
     Offer. If, however, New Notes and/or substitute Old Notes not exchanged are
     to be delivered to, or are to be registered or issued in the name of, any
     person other than the registered Holder of the Old Notes tendered hereby,
     or if tendered Old Notes are registered in the name of any person other
     than the person signing this Letter, or if a transfer tax is imposed for
     any reason other than the transfer of Old Notes to the Company or its order
     pursuant to the Exchange Offer, the amount of any such transfer taxes
     (whether imposed on the registered Holder or any other persons) will be
     payable by the tendering Holder. If satisfactory evidence of payment of
     such taxes or exemption therefrom is not submitted herewith, the amount of
     such transfer taxes will be billed directly to such tendering Holder.

     Except as provided in this instruction 6, it will not be necessary for
     transfer tax stamps to be affixed to the old notes specified in this
     letter.

6.   WAIVER OF CONDITIONS. The Company reserves the absolute right to waive
     satisfaction of any or all conditions enumerated in the Prospectus.

7.   NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
     contingent tenders will be accepted. All tendering Holders of Old Notes, by
     execution of this Letter, shall waive any right to receive notice of the
     acceptance of their Old 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
     Old Notes nor shall any of them incur any liability for failure to give any
     such notice.

8.   MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any Holder whose Old Notes
     have been mutilated, lost, stolen or destroyed should contact the Exchange
     Agent at the address indicated above for further instructions.

9.   WITHDRAWAL RIGHTS. Tenders of Old Notes of a series may be withdrawn at any
     time prior to 5:00 P.M., New York City time, on the Expiration Date.

     For a withdrawal of a tender of Old Notes to be effective, a written notice
     of withdrawal must be received by the Exchange Agent at the address set
     forth above prior to 5:00 P.M., New York City time, on the Expiration Date
     with respect to such series. Any such notice of withdrawal must (i) specify
     the name of the person having tendered the Old Notes to be withdrawn (the
     "Depositor"), (ii) identify the Old Notes to be withdrawn (including the
     principal amount of such Old Notes), (iii) in the case of Old Notes
     tendered by book-entry transfer, specify the number of the account at the
     Book-Entry Transfer Facility from which the Old Notes were tendered and
     specify the name and number of the account at the Book-Entry Transfer
     Facility to be credited with the withdrawn Old Notes and otherwise comply
     with the procedures of such facility, (iv) contain a statement that such
     Holder is withdrawing its election to have such Old Notes exchanged, (v) be
     signed by the Holder in the same manner as the original signature on the
     Letter by which such Old Notes were tendered (including any required
     signature guarantees) or be accompanied by documents of transfer to have
     the Trustee with respect to the Old Notes register the transfer of such Old
     Notes in the name of the person withdrawing the tender and (vi) specify the
     name in which such Old Notes are registered, if different from that of the
     Depositor. All questions as to the validity, form and eligibility
     (including time of receipt) of such notices will be determined by the
     Company, whose determination shall be final and binding on all parties. Any
     Old Notes so withdrawn will be deemed not to have been validly tendered


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     for exchange for purposes of the Exchange Offer and no New Notes will be
     issued with respect thereto unless the Old Notes so withdrawn are validly
     retendered. Any Old Notes that have been tendered for exchange but which
     are not exchanged for any reason will be returned to the tendering Holder
     thereof without cost to such Holder (or, in the case of Old Notes tendered
     by book-entry transfer into the Exchange Agent's account at the Book-Entry
     Transfer Facility pursuant to the book-entry transfer procedures set forth
     in "The Exchange Offer--Book-Entry Transfer" section of the Prospectus,
     such Old Notes will be credited to an account maintained with the
     Book-Entry Transfer Facility for the Old Notes) as soon as practicable
     after withdrawal, rejection of tender or termination of the Exchange Offer.
     Properly withdrawn Old Notes may be retendered by following the procedures
     described above at any time on or prior to 5:00 P.M., New York City time,
     on the Expiration Date with respect to such series of Old Notes.

10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
     procedure for tendering, as well as requests for additional copies of the
     Prospectus and this Letter, and requests for Notices of Guaranteed Delivery
     and other related documents may be directed to the Exchange Agent, at the
     address and telephone number indicated above.


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