<Page>
                                                                    EXHIBIT 99.1

                               LETTER OF TRANSMITTAL

                             TO TENDER FOR EXCHANGE
                    $850,000,000 AGGREGATE PRINCIPAL AMOUNT
                          11% MORTGAGE NOTES DUE 2010

                          VENETIAN CASINO RESORT, LLC

                             LAS VEGAS SANDS, INC.
- --------------------------------------------------------------------------------
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
 ON   -  , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF INITIAL
         NOTES MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
                             ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

          DELIVERY TO: U.S. Bank National Association, Exchange Agent

<Table>
                                         
     BY REGISTERED OR CERTIFIED MAIL:                     BY FACSIMILE:
      U.S. Bank National Association             (for eligible institutions only)
          U.S. Bank Trust Center                          (651) 244-1537
           180 East 5th Street
            St. Paul, MN 55101                        CONFIRM BY TELEPHONE:
Attention: Specialized Finance Department                 (800) 934-6802

      BY OVERNIGHT COURIER OR HAND:
      U.S. Bank National Association
          U.S. Bank Trust Center
           180 East 5th Street
            St. Paul, MN 55101
Attention: Specialized Finance Department
</Table>

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

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

    The undersigned acknowledges that he or she has received and reviewed the
prospectus, dated   -  , 2002 (the "Prospectus"), of Venetian Casino Resort,
LLC, a Nevada limited liability company, and Las Vegas Sands, Inc., a Nevada
corporation (the "Issuers"), and this Letter of Transmittal (the "Letter"),
which together constitute the Issuers' offer (the "Exchange Offer") to exchange
$850,000,000 in aggregate principal amount of their 11% Mortgage Notes due 2010
(the "Exchange Notes"), for a like aggregate principal amount of their
outstanding 11% Mortgage Notes due 2010 (the "Initial Notes") that were issued
and sold in reliance upon an exemption from registration under the Securities
Act of 1933, as amended (the "Securities Act").

    For each Initial Note accepted for exchange, the holder of such Initial Note
will receive an Exchange Note having an aggregate principal amount equal to that
of the surrendered Initial Note.
<Page>
    This Letter is to be completed by a holder of Initial Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Initial Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Initial Notes--Book-Entry Delivery
Procedure" section of the Prospectus and an Agent's Message (as defined herein)
is not delivered. Delivery of this Letter and any other required documents
should be made to the Exchange Agent. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.

    Holders of Initial Notes whose certificates are not immediately available,
or who are unable to deliver their certificates (or cannot obtain a confirmation
of the book-entry tender of their Initial Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a
timely basis) and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Initial Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure"
section of the Prospectus. See Instruction 1.

    The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.

    THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.

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

                                       2
<Page>

<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------
                                      DESCRIPTION OF INITIAL NOTES
                                          (SEE INSTRUCTION 2)
- --------------------------------------------------------------------------------------------------------
                                                                        AGGREGATE
                                                                        PRINCIPAL          PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                          AMOUNT             AMOUNT
 EXACTLY AS NAME(S) APPEAR(S) ON INITIAL NOTES      CERTIFICATE        REPRESENTED       TENDERED (IF
          (PLEASE FILL IN, IF BLANK)                NUMBER(S)*       BY CERTIFICATE    LESS THAN ALL)**
                                                                              
- --------------------------------------------------------------------------------------------------------

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

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

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

                                                       ------------------------------------------
                                                       TOTAL
- --------------------------------------------------------------------------------------------------------
</Table>

  * Need not be completed if Initial Notes are being tendered by book-entry
    transfer.

 ** Unless otherwise indicated in this column, the holder will be deemed to have
    tendered the full aggregate principal amount represented by such Initial
    Notes. See Instruction 2. Initial Notes tendered hereby must be in integral
    multiples of $1,000. See Instruction 1.
- --------------------------------------------------------------------------------

/ /  CHECK HERE IF TENDERED INITIAL 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: ____________________

    By crediting Initial Notes to the Exchange Agent's Account at the Book-Entry
Transfer Facility in accordance with the Book-Entry Transfer Facility's
Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP
procedures with respect to the Exchange Offer, including transmitting an Agent's
Message to the Exchange Agent in which the holder of Initial Notes acknowledges
and agrees to be bound by the terms of this Letter, the participant in ATOP
confirms on behalf of itself and the beneficial owners of such Initial Notes all
provisions of this Letter applicable to it and such beneficial owners as if it
had completed the information required herein and executed and transmitted this
Letter to the Exchange Agent.

/ /  CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
    NOTICE OF GUARANTEED DELIVERY 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 Eligible 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.

/ /  CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
    AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. INDICATE THE ADDRESS
    AND THE NAME OF THE PERSON TO WHOSE ATTENTION SUCH PROSPECTUSES SHOULD BE
    DELIVERED.

    Name: ______________________________________________________________________

    Address: ___________________________________________________________________

    Attention: _________________________________________________________________

                                       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 Issuers for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Initial Notes as are being tendered
hereby.

    The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Issuers in connection with
the Exchange Offer) with respect to the tendered Initial Notes with full power
of substitution to (i) deliver such Initial Notes, or transfer ownership of such
Initial Notes on the account books maintained by the Book-Entry Transfer
Facility, to the Issuers and deliver all accompanying evidences of transfer and
authenticity, and (ii) present such Initial Notes for transfer on the books of
the Issuers and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Initial Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable and coupled with an interest.

    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Issuers 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 Issuers.

    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 Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchased Initial Notes from the Issuers to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and are not participating in, and do not
intend to participate in, the distribution of the Exchange Notes. The
undersigned acknowledges that the Issuers do not intend to request the SEC to
consider, and 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. The undersigned acknowledges that any holder that is an affiliate
of the Issuers, or is participating in or intends to participate in or has any
arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, (i) cannot rely on the
applicable interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

    The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such

                                       4
<Page>
holder or such other person is not an "affiliate," as defined in Rule 405 under
the Securities Act, of the Issuers or, if such holder or such other person is an
affiliate, such holder or such other person will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable.

    If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaging in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes. 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 undersigned also warrants that acceptance of any tendered Initial Notes
by the Issuers and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuers of certain of their obligations
under the Registration Rights Agreement relating to the Initial Notes, which has
been filed as an exhibit to the registration statement in connection with the
Exchange Offer.

    The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Initial 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 this Letter.

    The undersigned understands that tenders of the Initial Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Issuers in
accordance with the terms and subject to the conditions of the Exchange Offer.

    The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" the
Issuers may not be required to accept for exchange any of the Initial Notes
tendered. Initial Notes not accepted for exchange or withdrawn will be returned
to the undersigned at the address set forth below unless otherwise indicated
under "Special Delivery Instructions" below.

    Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial 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 Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Issuers have no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Issuers do not accept for exchange any of the Initial Notes so tendered for
exchange.

                                       5
<Page>
    THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN INITIAL
NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS
WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO SUCH INITIAL
NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND DELIVER THIS
LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR PURPOSES OF THIS
LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH BOOK-ENTRY TRANSFER
FACILITY PARTICIPANTS.

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

                                       6
<Page>
- -------------------------------------------

                         SPECIAL ISSUANCE INSTRUCTIONS
                         (SEE INSTRUCTIONS 3, 4 AND 5)

      To be completed ONLY if certificates for Initial Notes not tendered or
  not accepted for exchange, or Exchange Notes issued in exchange for Initial
  Notes accepted for exchange, are to be issued in the name of and sent to
  someone other than the undersigned, or if Initial 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 (certificates) to:

  Name(s): ___________________________________________________________________
                             (PLEASE TYPE OR PRINT)
   __________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
  Address: ___________________________________________________________________

  ____________________________________________________________________________
                               (INCLUDE ZIP CODE)
   __________________________________________________________________________
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                         (COMPLETE SUBSTITUTE FORM W-9)

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

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

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

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 3, 4 AND 5)

      To be completed ONLY if certificates for Initial Notes not tendered or
  not accepted for exchange, or Exchange Notes issued in exchange for Initial
  Notes accepted for exchange, are to be sent to someone other than the
  undersigned or to the undersigned at an address other than shown in the box
  entitled "Description of Initial Notes" above.

  Mail to:

  Name(s): ___________________________________________________________________
                             (PLEASE TYPE OR PRINT)
   __________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

  Address: ___________________________________________________________________

  ____________________________________________________________________________
                               (INCLUDE ZIP CODE)
   __________________________________________________________________________
              (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
                         (COMPLETE SUBSTITUTE FORM W-9)

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

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF
BOOK-ENTRY TRANSFER 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.

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

                                       7
<Page>
- --------------------------------------------------------------------------------

                                PLEASE SIGN HERE

            (TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
              INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)

     (PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)

<Table>
                                                           
  x ________________________________________________          ________________________

  x ________________________________________________          ________________________
                 SIGNATURE(S) OF OWNER(S)                                    DATE
</Table>

  Area Code and Telephone Number: ____________________________________________

      This Letter must be signed by the registered holder(s) tendering any
  Initial Notes exactly as the name(s) of the holder(s) appear(s) on the
  certificate(s) for the Initial Notes or on a security position listing as
  the owner of Initial Notes by person(s) authorized to become registered
  holder(s) by a properly completed bond power from the registered holder(s),
  a copy of which must be transmitted with this Letter. If Initial Notes to
  which this Letter relates are held of record by two or more joint holders,
  then all such holders must sign this Letter. If signature is by a trustee,
  executor, administrator, guardian, officer or other person acting in a
  fiduciary or representative capacity, then such person must (i) set forth
  his or her full title below and (ii) unless waived by the Issuers, submit
  evidence satisfactory to the Issuers of such person's authority to so act.
  See Instruction 3.

  Name(s): ___________________________________________________________________
                             (PLEASE TYPE OR PRINT)

  ____________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

  CAPACITY: __________________________________________________________________

  ADDRESS: ___________________________________________________________________

  ____________________________________________________________________________
                              (INCLUDING ZIP CODE)

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

                           Signature(s) Guaranteed by
  an Eligible Institution: ___________________________________________________
                             (AUTHORIZED SIGNATURE)

  ____________________________________________________________________________
                                    (TITLE)

  ____________________________________________________________________________
                                 (NAME OF FIRM)

  ____________________________________________________________________________
                          (ADDRESS, INCLUDE ZIP CODE)

  ____________________________________________________________________________
                        (AREA CODE AND TELEPHONE NUMBER)

  Dated: ________________________
- --------------------------------------------------------------------------------

                                       8
<Page>
                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.

    This Letter is to be completed by noteholders 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--Procedures
for Tendering Initial Notes--Book-Entry Delivery Procedure" section of the
Prospectus and an Agent's Message is not delivered. Certificates for all
physically tendered Initial 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
5:00 p.m., New York City time, on the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Initial
Notes tendered hereby must be in denominations of principal amount that are
integral multiples of $1,000. The term "Agent's Message" means a message,
transmitted by the Book-Entry Transfer Facility and received by the Exchange
Agent and forming a part of the Book-Entry Confirmation, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from a
participant tendering Initial Notes which are subject to the Book-Entry
Confirmation and that such participant has received and agrees to be bound by
this Letter and that the Issuers may enforce this Letter against such
participant.

    Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Initial
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure"
section of the Prospectus. Pursuant to such procedures,

        (i) such tender must be made through an Eligible Institution (as defined
    in Instruction 3 below),

        (ii) on or prior to the Expiration Date, the Exchange Agent must receive
    from such Eligible Institution a properly completed and duly executed Letter
    (or a facsimile thereof or an Agent's Message in lieu hereof) and Notice of
    Guaranteed Delivery, substantially in the form provided by the Issuers (by
    telegram, telex, facsimile transmission, mail or hand delivery), setting
    forth the name and address of the holder of Initial Notes and the amount of
    Initial 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 Initial Notes, or a Book-Entry
    Confirmation, and any other documents required by the Letter will be
    deposited by the Eligible Institution with the Exchange Agent, and

        (iii) the certificates for all physically tendered Initial Notes, in
    proper form for transfer, or 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 Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be 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.

    For more information, see "The Exchange Offer" section of the Prospectus.

                                       9
<Page>
2.  PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
    TRANSFER).

    Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Initial Notes is
tendered, the tendering holder(s) should fill in the principal amount of Initial
Notes to be tendered in the box above entitled "Description of Initial Notes."
The entire principal amount of the Initial Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, then Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes issued in
exchange for any Initial Notes accepted will be sent to the holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Initial Notes are accepted for exchange.

3.  SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
    SIGNATURES.

    If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.

    If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.

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

    If any tendered Initial 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
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial 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 (defined herein).

    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
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

    If this Letter 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 Issuers,
evidence satisfactory to the Issuers of its authority to so act must be
submitted with the Letter.

    Endorsements on certificates for Initial Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association 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
if the Initial Notes are tendered: (i) by a registered holder of Initial 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

                                       10
<Page>
position listing as the holder of such Initial Notes) who has not completed the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter, or (ii) for the account of an Eligible Institution.

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

    Tendering holders of Initial Notes should indicate, in the applicable box or
boxes, the name and address (or account at the Book-Entry Transfer Facility) to
which Exchange Notes issued pursuant to the Exchange Offer, or substitute
Initial Notes not tendered or accepted for exchange, 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
Initial Notes by book-entry transfer may request that Initial Notes not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Initial Notes not exchanged will be returned to the name or address
of the person signing this Letter.

5.  TAX IDENTIFICATION NUMBER.

    Under the federal income tax laws, payments that may be made by the Issuers
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rate specified in Section 3406(a)(1) of the
Code (the "Specified Rate"). In order to avoid such backup withholding, each
tendering holder should complete and sign the Substitute Form W-9 included in
this Letter and provide the correct taxpayer identification number ("TIN") and
certify, under penalties of perjury, that (a) the TIN provided is correct;
(b) that (i) the holder has not been notified by the Internal Revenue Service
(the "IRS") that the holder is subject to backup withholding as a result of
failure to report all interest or dividends, (ii) the IRS has notified the
holder that the holder is no longer subject to backup withholding, or (iii) the
holder is exempt from backup withholding; and (c) the holder is a U.S. person
(including a U.S. resident alien). If the tendering holder has not been issued a
TIN and has applied for one, or intends to apply for one in the near future,
such holder should write "Applied For" in the space provided for the TIN in
Part I of the Substitute Form W-9, sign and date the Substitute Form W-9, and
sign the Certificate of Awaiting Taxpayer Identification Number. If "Applied
For" is written in Part I, the Issuers (or the Paying Agent under the Indenture
governing the Exchange Notes) shall retain the Specified Rate of payments made
to the tendering holder during the sixty (60) day period following the date of
the Substitute Form W-9. If the holder furnishes the Exchange Agent or the
Issuers with his or her TIN within sixty (60) days after the date of the
Substitute Form W-9, the Issuers (or the Paying Agent) shall remit such amounts
retained during the sixty (60) day period 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 or the Issuers with his
or her TIN within such sixty (60) day period, the Issuers (or the Paying Agent)
shall remit such previously retained amounts to the IRS as backup withholding.
In general, if a holder is an individual, the taxpayer identification number is
the Social Security number of such individual. If the Exchange Agent is not, or
the Issuers are not, provided with the correct taxpayer identification number,
the holder may be subject to a $50 penalty imposed by the IRS. Certain holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, such holder must submit
a statement (generally, IRS Form W-8BEN), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Initial Notes are registered in more than one name),
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9."

                                       11
<Page>
    Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Issuers (or
the Paying Agent) to withhold the Specified Rate of the amount of any payments
made on account of the Exchange Notes. Backup withholding is not an additional
federal income tax. Rather, the 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 obtainable from
the IRS.

6.  TRANSFER TAXES.

    The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Initial Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes or substitute Initial 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 Initial Notes tendered hereby, or if tendered Initial
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 Initial Notes to the Issuers 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 with this Letter, the Issuers may refuse to register such Exchange
Notes or Initial Notes in the name of any person other than the registered
holder of the Initial Notes tendered.

    Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

7.  WAIVER OF CONDITIONS.

    The Issuers reserve the absolute right to amend, waive or modify, in whole
or in part, any or all conditions to the Exchange Offer.

8.  NO CONDITIONAL TENDERS.

    No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.

    Neither the Issuers, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Initial
Notes nor shall any of them incur any liability for failure to give any such
notice.

9.  MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.

    Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced. The replacement of mutilated, lost,
stolen or destroyed Initial Notes may require an indemnity undertaking and may
take considerable time to complete.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

    Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and the Notice of Guaranteed
Delivery, may be directed to the Exchange Agent, at the address and telephone
number indicated above.

                                       12
<Page>
11. INCORPORATION OF LETTER OF TRANSMITTAL.

    This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.

12. WITHDRAWALS.

    Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.

                                       13
<Page>
                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)
           PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW

<Table>
                                                                        
- -------------------------------------------------------------------------------------------------------------------
                PAYER'S NAME:
- -------------------------------------------------------------------------------------------------------------------
            SUBSTITUTE                  PART I -- PLEASE PROVIDE YOUR                 ---------------------
             FORM W-9                   TAXPAYER IDENTIFI-                           Social Security Number
    DEPARTMENT OF THE TREASURY          CATION NUMBER IN THE BOX AT                            OR
     INTERNAL REVENUE SERVICE           RIGHT AND CERTIFY BY SIGNING AND              ---------------------
                                        DATING BELOW. See the enclosed          Employer Identification Number(s)
   PAYER'S REQUEST FOR TAXPAYER         "Guidelines for Certification of             (If awaiting TIN, write
   IDENTIFICATION NUMBER (TIN)          Taxpayer Identification Number                   "Applied For")
                                        on Substitute Form W-9" for
                                        instructions.
                                        ------------------------------------------------------------------
       PLEASE FILL IN YOUR              PART II -- Check this box if you are a U.S. payee exempt from backup
      NAME AND ADDRESS BELOW            withholding (see enclosed Guidelines) / /

                                        PART III -- CERTIFICATION
NAME: _____________________             UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
                                        (1) The number shown on this form is my correct taxpayer identification
                                            number (or I am waiting for a number to be issued to me), and
    __________________________          (2) I am not subject to backup withholding either because I am exempt from
   ADDRESS (NUMBER AND STREET)              backup withholding, I have not been notified by the Internal Revenue
                                            Service ("IRS") that I am subject to backup withholding as a result of
                                            a failure to report all interest or dividends, or 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).
     CITY, STATE AND ZIP CODE
                                        ------------------------------------------------------------------

                                        Signature: ---------------------      Date: -------------------------------
- -------------------------------------------------------------------------------------------------------------------
CERTIFICATION GUIDELINES -- You must cross out item (2) of the above certification if you have been notified by the
IRS that you are subject to backup withholding because of under reporting of 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 stating that you are no longer subject to backup withholding, do not cross out
item (2).
- -------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------
                              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 to the
payer, the Specified Rate of all payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification
number within sixty (60) days, such retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and the Specified Rate of all reportable payments made to me thereafter will be withheld and remitted
to the Internal Revenue Service until I provide a taxpayer identification number.

Signature: -----------------------                                            Date: -------------------------------
- -------------------------------------------------------------------------------------------------------------------
</Table>

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF THE SPECIFIED RATE OF ANY PAYMENTS MADE TO YOU UNDER THE
         EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
         CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
         FOR ADDITIONAL DETAILS.

                                       14