<Page>
EXHIBIT 99.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action to be taken, you should immediately consult your
broker, bank manager, lawyer, accountant, investment advisor or other
professional.
This document related to the exchange offers (the 'Exchange Offers') made by
ATA Holdings Corp., an Indiana Corporation ('we,' the 'Company' or 'ATA
Holdings'). The Exchange Offers are described in the prospectus dated May 10,
2004 (the 'prospectus'), and in this Letter of Transmittal (this 'Letter of
Transmittal'). All terms and conditions contained in the prospectus are deemed
to be incorporated in and form a part of this Letter of Transmittal. Therefore,
you are urged to read the prospectus carefully. The terms and conditions
contained in the prospectus, together with the terms and conditions governing
this Letter of Transmittal and the instructions herein, are collectively
referred to below as the 'Terms and Conditions.'
LETTER OF TRANSMITTAL
ATA HOLDINGS CORP.
Offers to Exchange
$163,064,000 Senior Notes due 2009
144A CUSIP No. 00209HAA9)
(Regulation S CUSIP No. U04643AA7)
for a Like Amount of Registered Senior Notes due 2009
and
$110,233,000 Senior Notes due 2010
(144A CUSIP No. 00209HAB7)
(Regulation S CUSIP No. U04643AB5)
and
Pursuant to the Prospectus
Dated May 10, 2004
- -------------------------------------------------------------------------------
THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 11, 2004, UNLESS EXTENDED WITH RESPECT
TO THE APPLICABLE SERIES OF NOTES (SUCH DATE AS THE SAME MAY
BE EXTENDED, THE 'EXPIRATION DATE'). TENDERS OF EXISTING
NOTES MAY NOT BE WITHDRAWN EXCEPT UNDER CERTAIN
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED IN THE PROSPECTUS.
- -------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offers is:
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
<Table>
By Mail: By Overnight Courier: By Hand:
Wells Fargo Bank Northwest, Wells Fargo Bank Northwest, Wells Fargo Bank Northwest,
National Association National Association National Association
299 S. Main Street, 12th Floor 299 S. Main Street, 12th Floor 299 S. Main Street, 12th Floor
Salt Lake City, UT 84111 Salt Lake City, UT 84111 Salt Lake City, UT 84111
Attn: Corporate Trust Services Attn: Corporate Trust Services Attn: Corporate Trust Services
(registered or certified mail
recommended)
By Facsimile:
(801) 246-5053
Confirm by Telephone:
(801) 246-5630
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
<Page>
The undersigned acknowledges that it has received and reviewed this Letter
of Transmittal and the prospectus relating to (1) our offers to exchange
registered Senior Notes due 2009 (the 'Registered 2009 Notes') for any and all
of our outstanding Senior Notes due 2009 (the 'Private Exchange 2009 Notes') and
registered Senior Notes due 2010 (the 'Registered 2010 Notes' and, together with
the Registered 2009 Notes, the 'Registered Notes') for any and all of our
outstanding Senior Notes due 2010 (the 'Private Exchange 2010 Notes' and,
together with the Private Exchange 2009 Notes, the 'Private Exchange Notes').
This Letter of Transmittal and the prospectus together constitute our offers to
exchange the Registered Notes for the Private Exchange Notes on the terms
described in the prospectus, as the same may be amended or supplemented from
time to time. The Company reserves the right, in its sole discretion, to extend,
amend the terms or conditions of, or terminate the Exchange Offers. Capitalized
terms used in this Letter of Transmittal and not defined herein are used as
defined in the prospectus.
This Letter of Transmittal is to be completed by a holder either if
certificates are to be forwarded herewith or if a tender of certificates for
Private Exchange 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' or the 'Book-Entry Transfer Facility') pursuant to the procedures set
forth in 'The Exchange Offers -- Book-Entry Transfer' section of the prospectus.
See Instruction 1 hereto. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
2
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List below the 2009 Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of 2009 Notes at issuance should be listed on a separate signed schedule
affixed hereto.
DESCRIPTION OF 2009 NOTES
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED HOLDER
- ------------------------------------------------------------------------------------------------
(1) (2) (3)
CERTIFICATE
NUMBER(S)*
- ------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL AMOUNT AT
AGGREGATE PRINCIPAL AMOUNT AT ISSUANCE OF 2009 NOTES
DELIVERED HEREWITH ISSUANCE OF 2009 NOTES TENDERED**
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Total:
- ------------------------------------------------------------------------------------------------
* Need not be completed if 2009 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
2009 Notes represented by the 2009 Notes indicated in column 2. See Instruction 2. 2009 Notes
tendered hereby must be in denominations of $1,000 principal amount and any integral multiple
thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------
</Table>
<Table>
- --------------------------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED 2009
NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED 2009 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 _____________________________________
- --------------------------------------------------------------------
</Table>
3
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List below the 2010 Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers and principal
amount of 2010 Notes at issuance should be listed on a separate signed schedule
affixed hereto.
DESCRIPTION OF 2010 NOTES
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED HOLDER
- ------------------------------------------------------------------------------------------------
(1) (2) (3)
CERTIFICATE
NUMBER(S)*
- ------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL AMOUNT AT
AGGREGATE PRINCIPAL AMOUNT AT ISSUANCE OF 2010 NOTES
DELIVERED HEREWITH ISSUANCE OF 2010 NOTES TENDERED**
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Total:
- ------------------------------------------------------------------------------------------------
* Need not be completed if 2010 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
2010 Notes represented by the 2010 Notes indicated in column 2. See Instruction 2. 2010 Notes
tendered hereby must be in denominations of $1,000 principal amount and any integral multiple
thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------
</Table>
<Table>
- ----------------------------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED 2010
NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED 2010 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 ______________________________________
- ----------------------------------------------------------------------
</Table>
4
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NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offers, the
undersigned hereby tenders to the Company the aggregate principal amount of
Private Exchange 2009 Notes and Private Exchange 2010 Notes indicated in the
tables above. Upon acceptance and subject to the preceding sentence, the
undersigned hereby sells, assigns and transfers to the Company, or upon the
order of the Company, all right, title and interest in and to such Private
Exchange Notes as are being tendered pursuant to this Letter of Transmittal.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as an agent of the Company) with
respect to such tendered Private Exchange Notes, with full power of
substitution, and revocation (such power of attorney being deemed an irrevocable
power coupled with an interest) among other things, to cause the Private
Exchange Notes to be assigned, transferred and exchanged upon the terms and
subject to the conditions of the Exchange Offers.
The undersigned understands that the consummation of the Exchange Offers is
subject to certain conditions set forth in the prospectus, and that the Exchange
Offers will not be consummated if those conditions are not satisfied or waived.
The undersigned understands that tenders of Private Exchange Notes pursuant
to any of the procedures described in the prospectus and in the instructions in
this Letter of Transmittal and acceptance of such Private Exchange Notes by the
Company will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of these Exchange Offers.
For purposes of the Exchange Offers, the undersigned understands that validly
tendered Private Exchange Notes or defectively tendered Private Exchange Notes
with respect to which the Company has, or has caused to be, waived such defect
will be deemed to have been accepted by the Company if, as and when we give oral
or written notice of such acceptance to the Exchange Agent.
The undersigned understands that the delivery and surrender of any Private
Exchange Notes is not effective, and the risk of loss of the Private Exchange
Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent
of this Letter of Transmittal or a copy thereof, properly completed and duly
executed, together with all accompanying evidences of authority and any other
required documents in form satisfactory to the Company. All questions as to the
form of all documents and the validity including time of receipt and acceptance
of tenders and withdrawals of Private Exchange Notes and deliveries of related
consents will be determined by the Company, in our sole discretion, which
determination shall be final and binding.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Private Exchange
Notes, and to acquire Registered Notes issuable upon the exchange of such
tendered Private Exchange Notes, and that, when such Private Exchange Notes are
accepted for exchange, we 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 us. The undersigned hereby
further represents and warrants that any Registered Notes acquired in exchange
for Private Exchange Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Registered Notes,
whether or not such person is the undersigned, that neither the holder of such
Private Exchange 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
Private Exchange Notes or Exchange Notes, that neither the holder of such
Existing Notes nor any such other person is an 'affiliate' of the Company as
defined in Rule 405 under the Securities Act, and that neither the holder of
such Existing Notes nor such other person is acting on behalf of any person who
could not truthfully make the representations and warranties above.
The representations and warranties and agreements of a holder tendering
Private Exchange Notes shall be deemed to be repeated and reconfirmed on and as
of the Expiration Date. For purposes of this
5
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Letter of Transmittal, the 'beneficial owner' of any Private Exchange Notes
shall mean any holder that exercises sole investment discretion with respect to
such Private Exchange Notes.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be reasonably necessary to complete the sale,
assignment and transfer of the Private Exchange Notes tendered pursuant to this
Letter of Transmittal. All authority conferred or agreed to be conferred in this
Letter of Transmittal 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 not be withdrawn except under certain circumstances described in the
prospectus and in accordance with the procedures described in the prospectus.
Unless otherwise indicated herein in the box entitled 'Special Issuance
Instructions' below, please issue the Registered Notes and, if applicable,
substitute certificates representing Private Exchange Notes for any Private
Exchange Notes not exchanged, to which the undersigned is entitled in the name
of the undersigned or, in the case of a book-entry delivery of Private Exchange
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility.
THE UNDERSIGNED, BY COMPLETING THE TABLES ENTITLED 'DESCRIPTION OF 2009
NOTES' AND 'DESCRIPTION OF 2010 NOTES' ABOVE AND SIGNING THIS LETTER OF
TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE 2009 NOTES AND 2010 NOTES AS
SET FORTH IN SUCH TABLES ABOVE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
TABLE ABOVE.
6
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_______________________________________________________________________________
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
By completing, executing and delivering this Letter of
Transmittal, subject to the terms and conditions of the
Exchange Offers, the undersigned hereby tenders (A) the
principal amount of the Private Exchange 2009 Notes listed
above in the table labeled 'Description of 2009 Notes' under
the column heading 'Principal Amount at Issuance of 2009
Notes Tendered' or, if nothing is indicated in such column,
with respect to the entire aggregate principal amount
represented by the 2009 Notes described in such table and
(B) the aggregate principal amount of Private Exchange 2010
Notes listed above in the table labeled 'Description of 2010
Notes' under the column heading 'Principal Amount at
Issuance of 2010 Notes Tendered' or, if nothing is indicated
therein, with respect to the entire aggregate principal
amount represented by the 2010 Notes described in such
table.
X ________________________________________________________________, 2004
X ________________________________________________________________, 2004
SIGNATURE(S) OF OWNER
Area Code and Telephone Number _____________________________________________
If a holder is tendering Private Exchange Notes, this
Letter of Transmittal must be signed by the registered
holder(s) as the name(s) appear(s) on the certificate(s) for
the Private Exchange Notes 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: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Tax Identification No: _____________________________________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by _________________________________________________
an Eligible Institution: ___________________________________________________
(AUTHORIZED SIGNATURE)
____________________________________________________________________________
(TITLE)
____________________________________________________________________________
(NAME AND FIRM)
Dated: , 2004 ______________________________________________________________
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 HEREIN.
SEE INSTRUCTION 5.)
_______________________________________________________________________________
7
<Page>
__________________________________________________
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates
for Private Exchange Notes not exchanged
and/or Registered Notes in respect of the
Private Exchange Notes are to be issued
in the name of someone other than the
person or persons whose signature(s)
appear(s) on this Letter of Transmittal
above, or if Private Exchange 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: (please check one or more)
[ ] Registered Notes
[ ] 2009 Notes
[ ] 2010 Notes
[ ] Check
in the name of:
Name(s) ______________________________________
(PLEASE TYPE OR PRINT)
______________________________________________
(PLEASE TYPE OR PRINT)
Address ______________________________________
______________________________________________
______________________________________________
(ZIP CODE)
______________________________________________
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Private Exchange
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 ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 6)
To be completed ONLY if certificates
for Private Exchange Notes not exchanged
and/or Registered Notes are to be sent to
someone other than the person or persons
whose signature(s) appear(s) on this
Letter of Transmittal above or to such
person or persons at an address other
than shown in the tables entitled
'Description of 2009 Notes' and
'Description of 2010 Notes' on
this Letter of Transmittal above.
Mail: (please check one or more)
[ ] Registered Notes
[ ] 2009 Notes
[ ] 2010 Notes
[ ] Check
to:
Name(s) _________________________
(PLEASE TYPE OR PRINT)
_________________________________
(PLEASE TYPE OR PRINT)
Address _________________________
_________________________________
_________________________________
(ZIP CODE)
__________________________________________________
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR PRIVATE EXCHANGE 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.
8
<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS
LETTER OF TRANSMITTAL
ATA HOLDINGS CORP.
Offers to Exchange
$163,064,000 Senior Notes due 2009
(144A CUSIP No. 00209HAA9)
(Regulation S CUSIP No. U04643AA7)
for a Like Amount of Registered Senior Notes due 2009
and
$110,233,000 Senior Notes due 2010
(144A CUSIP No. 00209HAB7)
(Regulation S CUSIP No. U04643AB5)
and
Pursuant to the Prospectus
Dated May 10, 2004
1. Delivery of this Letter of Transmittal and Private Exchange Notes. This
Letter of Transmittal is to be completed by holders of Private Exchange Notes
either if certificates are to be forwarded pursuant to this Letter of
Transmittal or if tenders are to be made pursuant to the procedures for delivery
by book-entry transfer set forth in 'The Exchange Offers -- Book-Entry Transfer'
section of the Prospectus. Certificates for all physically tendered Private
Exchange Notes, or Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter of Transmittal or facsimile hereof,
and any other documents required by this Letter of Transmittal, must be mailed
or delivered to the Exchange Agent at the address set forth in this Letter of
Transmittal on or prior to 5:00 p.m., New York City time, on the Expiration
Date. Private Exchange Notes, tendered pursuant to this Letter of Transmittal
must be in denominations of $1,000 principal amount at issuance and any integral
multiple thereof.
The method of delivery of this Letter of Transmittal, the Private Exchange
Notes and all other required documents is at the election and risk of the
tendering holders, and the delivery will be deemed made only when actually
received or confirmed by the Exchange Agent. If Private Exchange Notes 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. No Private Exchange Notes, Letter of Transmittal
or other required documents should be sent to the Company.
All questions as to the validity, form, eligibility and time of receipt of
the tendered Private Exchange Notes will be determined by the Company in the
Company's sole discretion, which determination will be final and binding. The
Company reserves the absolute right to reject any and all Private Exchange Notes
not properly tendered or any Private Exchange Notes which, if accepted, would,
in the opinion of the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any irregularities or conditions of tender as to
particular Private Exchange Notes.
See 'The Exchange Offers' section of the prospectus.
2. Partial Tenders (not applicable to holders who tender by book-entry
transfer). If holders wish to tender with respect to less than the entire
principal amount evidenced by any Private Exchange 2009 Notes and Private
Exchange 2010 Notes submitted, such holders must fill in the principal amount or
accreted value that is to be tendered in the table above labeled 'Description of
the 2009 Notes' under the column heading 'Principal Amount at Issuance of 2009
Notes Tendered' and in the table above labeled 'Description of 2010 Notes' under
the column heading 'Principal Amount at Issuance of 2010
9
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Notes Tendered.' In the case of a partial tender of Private Exchange Notes, as
soon as practicable after the consummation of the Exchange Offers, new
certificates for the remainder of Private Exchange Notes that were evidenced by
such holder's old certificates will be sent to such holder, unless otherwise
provided in the appropriate table of this Letter of Transmittal. The entire
principal amount or accreted value that is represented by tendered Private
Exchange Notes delivered to the Exchange Agent will be deemed to have been
tendered, unless otherwise indicated.
3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder of the Private Exchange 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 Private Exchange Notes are owned of record by two or more
joint owners, all of such owners must sign this Letter of Transmittal.
If any tendered Private Exchange 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 of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Private Exchange Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Private Exchange Notes are to be issued, or any untendered Private Exchange
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 of Transmittal 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 of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR PRIVATE EXCHANGE 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 L7AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (EACH, AN 'ELIGIBLE INSTITUTION').
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED PRIVATE EXCHANGE NOTES ARE TENDERED: (1) BY A
REGISTERED HOLDER OF PRIVATE EXCHANGE NOTES (WHICH TERM, FOR PURPOSES OF THE
EXCHANGE OFFERS, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY
SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH
EXISTING NOTES) WHO HAS NOT COMPLETED THE TABLE ENTITLED 'SPECIAL ISSUANCE
INSTRUCTIONS' OR 'SPECIAL DELIVERY INSTRUCTIONS' IN THIS LETTER OF TRANSMITTAL
OR (2) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. Special Issuance and Delivery Instructions. Tendering holders of Private
Exchange Notes should indicate in the applicable table the name and address to
which (1) Registered Notes issued pursuant to the Exchange Offers and/or (2) any
substitute certificates evidencing Private Exchange Notes not exchanged if
different from the name or address of the person signing this Letter of
Transmittal. 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 Private Exchange Notes by book-entry transfer may
request that Private Exchange Notes not exchanged be credited to such account
maintained at the
10
<Page>
Book-Entry Transfer Facility as such holder may designate hereon. If no such
instructions are given, such Private Exchange Notes not exchanged will be
returned to the name and address of the person signing this Letter of
Transmittal.
5. Taxpayer Identification Number. Federal income tax law generally requires
that a tendering holder whose Private Exchange Notes are accepted for exchange
must provide us (as payor), or the Paying Agent designated by us to act on our
behalf, with such holder's correct Taxpayer Identification Number ('TIN') on
Substitute Form W-9 below which, in the case of a tendering holder who is an
individual, is his or her social security number. If we are not provided with
the current TIN or an adequate basis for an exemption from backup, withholding,
such tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of Registered
Notes may result in backup withholding in an amount equal to 28% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Private Exchange Notes (including, among others, all
corporations and certain foreign persons) are not subject to these backup
withholding and reporting requirements.
To prevent backup withholding, each tendering holder of Private Exchange
Notes must provide its correct TIN by completing the Substitute Form W-9 set
forth below, certifying, under penalties of perjury, that the TIN provided is
correct (or that such holder is awaiting a TIN) and that (1) the holder is
exempt from backup withholding, or (2) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of a failure to report all interest or dividends or (3) the Internal
Revenue Service has notified the holder that such holder is no longer subject to
backup withholding. If the tendering holder of Private Exchange Notes is a
nonresident alien or foreign entity not subject to backup withholding, such
holder must give the Exchange Agent a completed Form W-8, Certificate of Foreign
Status. This form may be obtained from the Exchange Agent. If the Private
Exchange Notes are in more than one name or are not in the name of the actual
owner, such holder should consult the Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the 'W-9 Guidelines') for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write 'applied for' in
lieu of its TIN. Please note that checking this box and writing 'applied for' on
the form means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Private Exchange Notes to the Company or the
Company's order pursuant to the Exchange Offers. If, however, Registered Notes
and/or substitute Private Exchange 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 Private Exchange Notes tendered pursuant to this Letter of
Transmittal, or if tendered Private Exchange Notes are registered in the name of
any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the transfer of Private
Exchange Notes to the Company or the Company's order pursuant to the Exchange
Offers, 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 PRIVATE EXCHANGE NOTES SPECIFIED IN
THIS LETTER OF TRANSMITTAL.
7. Waiver of Conditions. We reserve the absolute right to waive satisfaction
of any or all conditions with respect to either or both Exchange Offers
enumerated in the prospectus.
8. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Private Exchange
Notes, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Private Exchange Notes for exchange.
11
<Page>
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
Private Exchange Notes nor shall any of them incur any liability for failure to
give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any holder whose
Private Exchange Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address and telephone numbers indicated herein
for further instructions.
10. Withdrawal Rights. Tenders of Private Exchange Notes may not be
withdrawn except under certain circumstances described in the prospectus and in
accordance with the procedures described in the prospectus.
11. 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 of Transmittal and other related documents may be
directed to the Exchange Agent at the address and telephone numbers indicated
herein.
12
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
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- ---------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME:
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS PAYING AGENT
- ---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER ('TIN') AND
CERTIFICATION
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT TIN:
AND CERTIFY BY SIGNING AND DATING BELOW
Social Security Number
OR
Employer Identification
Number
PART 2 -- TIN Applied forTM
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer Identification Number (or
I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding either because: (a) I 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 and
(3) any other information provided in this form is true and correct.
SIGNATURE ________________________________________________________________________
DATE _____________________________________________________________________________
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 underreporting of interest or dividends on your tax return and you
have not been notified by the IRS that you are no longer subject to backup withholding.
- ---------------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
<Table>
- -----------------------------------------------------------------------------
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
International Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do
not provide a taxpayer identification number by the time of
the exchange, 28 percent of all reportable payments made to
me will be withheld until I provide a number.
Signature ____________________________ Date ____________________________
- -----------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS.
<Page>
________________________________________________________________________________
The Exchange Agent for the Exchange Offers is:
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
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By Mail: By Overnight Courier: By Hand:
Wells Fargo Bank Northwest, Wells Fargo Bank Northwest, Wells Fargo Bank Northwest,
National Association National Association Association Association
299 S. Main Street, 12th Floor 299 S. Main Street, 12th Floor 299 S. Main Street, 12th Floor
Salt Lake City, UT 84111 Salt Lake City, UT 84111 Salt Lake City, UT 84111
(registered or certified mail Attn: Corporate Trust Services Attn: Corporate Trust Services
recommended)
By Facsimile:
(801) 246-5053
Confirm by Telephone:
(801) 246-5630
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
________________________________________________________________________________