<Page>
LETTER OF TRANSMITTAL
FOR 11 7/8% SENIOR SUBORDINATED NOTES, SERIES A, DUE 2012
OF
MEDQUEST, INC.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2002 (THE "EXPIRATION DATE"), UNLESS EXTENDED.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
WACHOVIA BANK, NATIONAL ASSOCIATION
FOR DELIVERY BY HAND, OVERNIGHT DELIVERY, REGISTERED OR CERTIFIED MAIL:
Wachovia Bank, National Association
Corporate Trust Group, NC1153
1525 W. W.T. Harris Blvd., 3C3
Charlotte, North Carolina 28288
Attn: Marsha Rice
BY FACSIMILE TRANSMISSION (FOR ELIGIBLE INSTITUTIONS ONLY):
(704) 590-7628
Attn: Marsha Rice
TO CONFIRM BY TELEPHONE OR FOR INFORMATION CALL:
(704) 590-7413
Corporate Trust Department
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated [ ], 2002
(the "Prospectus") of MedQuest, Inc. (the "Issuer"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Issuer's
offer (the "Exchange Offer") to exchange its 11 7/8% Senior Subordinated Notes,
Series B, due 2012 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for an equal
aggregate principal amount of its outstanding 11 7/8% Senior Subordinated Notes,
Series A, due 2012 (the "Old Notes" and, together with the Exchange Notes, the
"Notes") from the holders thereof.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the Old
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely tradable by holders thereof (except as
provided herein or in the Prospectus).
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS
INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND
THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the certificate numbers and aggregate
principal amounts should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
<Table>
<Caption>
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AGGREGATE
PRINCIPAL
AMOUNT
NAME(S) AND ADDRESS(ES) OF REPRESENTED PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE BY AMOUNT
(PLEASE FILL IN) NUMBER(S)* OLD NOTES* TENDERED**
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-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate princi-
pal amount represented by such Old Notes. See instruction 2.
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</Table>
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior to
the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Notes are
registered or any other person who has obtained a properly completed bond power
from the registered holder or any person whose Old Notes are held of record by
The Depository Trust Company ("DTC").
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
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
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
that it will deliver a prospectus in connection with any resale 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. A broker-dealer may not participate in the
Exchange Offer with respect to Old Notes acquired other than as a result of
market-making activities or other trading activities. Any holder who is an
"affiliate" of the Issuer or who has an arrangement or understanding with
respect to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, or any broker-dealer who purchased Old Notes from the Issuer to
resell pursuant to Rule 144A under the Securities Act or any other available
exemption under the Securities Act must comply with the registration and
prospectus delivery requirements under the Securities Act in connection with a
secondary resale transaction.
/ / CHECK HERE IF TENDERED OLD 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 ______________________
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/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND COMPLETE THE FOLLOWING:
Name(s) ____________________________________________________________________
Address ____________________________________________________________________
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SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Old Notes accepted for
exchange, are to be issued in the name of someone other than the
undersigned.
Issue certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered, or Exchange Notes issued in exchange for Old Notes accepted for
exchange, are to be sent to someone other than the undersigned, or to the
undersigned at an address other than that shown above.
Deliver certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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<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 Issuer the principal amount of the Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
all or any portion of the Old Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer all right, title and interest in and to such Old Notes
as are being tendered herewith. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent as its true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent
also acts as the agent of the Issuer, in connection with the Exchange Offer) to
cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Old Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Old Notes, and that, when the
same are accepted for exchange, the Issuer will acquire good and unencumbered
title to the tendered Old Notes, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim. The undersigned
and any beneficial owner of the Old Notes tendered hereby further represent and
warrant that (i) the Exchange Notes acquired by the undersigned and any such
beneficial owner of Old Notes pursuant to the Exchange Offer are being obtained
in the ordinary course of business of the person receiving such Exchange Notes,
(ii) neither the undersigned nor any such beneficial owner has an arrangement
with any person to participate in the distribution of such Exchange Notes,
(iii) neither the undersigned nor any such beneficial owner nor any such other
person is engaging in or intends to engage in a distribution of such Exchange
Notes and (iv) neither the undersigned nor any such other person is an
"affiliate", as defined under Rule 405 promulgated under the Securities Act, of
the Issuer. The undersigned and each beneficial owner acknowledge and agree that
any person who is an affiliate of the Issuer or who tenders in the Exchange
Offer for the purpose of participating in a distribution of the Exchange Notes
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a resale transaction of the Exchange Notes
acquired by such person and may not rely on the position of the staff of the
Securities and Exchange Commission set forth in the no-action letters discussed
in the Prospectus under the caption "The exchange offer--Purpose and effect of
this exchange offer." The undersigned and each beneficial owner will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Issuer to be necessary or desirable to complete the sale,
assignment and transfer of the Old Notes tendered hereby.
For purposes of the Exchange Offer, the Issuer shall be deemed to have
accepted validly tendered Old Notes when, as and if the Issuer had given oral
notice (confirmed in writing) or written notice thereof to the Exchange Agent.
If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus or otherwise, any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown below
or at a different address as may be indicated herein under "Special Delivery
Instructions" as promptly as practicable after the Expiration Date.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The exchange offer--Procedures for
tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the Exchange Offer, subject only to withdrawal of
such
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tenders on the terms set forth in the Prospectus under the caption "The exchange
offer--Withdrawal of tenders."
Unless otherwise indicated under "Special Exchange Instructions," please
cause the Exchange Notes to be issued, and return any Old Notes not tendered or
not accepted for exchange, in the name(s) of the undersigned (and, in the case
of Old Notes tendered by book-entry transfer, by credit to the account at DTC).
Similarly unless otherwise indicated under "Special Delivery Instructions,"
please mail any certificates for Old Notes not tendered or not accepted for
exchange (and accompanying documents, as appropriate), and any certificates for
Exchange Notes, to the undersigned at the address shown below the undersigned's
signature(s). If both "Special Exchange Instructions" and "Special Delivery
Instructions" are completed, please cause the Exchange Notes to be issued, and
return any Old Notes not tendered or not accepted for exchange, in the name(s)
of, and deliver any certificates for such Old Notes or Exchange Notes to, the
person(s) so indicated (and in the case of Old Notes tendered by book-entry
transfer, by credit to the account at DTC so indicated). The undersigned
recognizes that the Issuer has no obligation, pursuant to the "Special Exchange
Instructions," to transfer any Old Notes from the name of the registered
holder(s) thereof if the Issuer does not accept for exchange any of the Old
Notes so tendered.
Holders of Old Notes whose Old Notes are not immediately available or who
cannot deliver all other required documents to the Exchange Agent on or prior to
the Expiration Date or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus.
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TENDERING HOLDER(S) SIGN HERE
_________________________________ Date: _________________________________
_________________________________ Date: _________________________________
(SIGNATURE OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Notes hereby tendered or in whose name Old Notes are
registered on the books of DTC or one of its participants, or by any
person(s) authorized to become the registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth
the full title of such person. See instruction 3.)
Names(s): __________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone Number: ____________________________________________
Taxpayer Identification No.: _______________________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature: ______________________________________________________
Name: ______________________________________________________________________
Title: _____________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Name of Firm: ______________________________________________________________
Area Code and Telephone No.: _______________________________________________
Dated: _________________ , 2002
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<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES.
A holder of Old Notes may tender the same by (i) properly completing and
signing this Letter of Transmittal or a facsimile hereof (all references in the
Prospectus to the Letter of Transmittal shall be deemed to include a facsimile
thereof) and delivering the same, together with the certificate or certificates,
if applicable, representing the Old Notes being tendered and any required
signature guarantees and any other documents required by this Letter of
Transmittal, to the Exchange Agent at its address set forth above on or prior to
the Expiration Date, or (ii) complying with the procedure for book-entry
transfer described below, or (iii) complying with the guaranteed delivery
procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by
crediting the Old Notes to the Exchange Agent's account at DTC in accordance
with DTC's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer. DTC participants
that are accepting the Exchange Offer should transmit their acceptance to DTC,
which will edit and verify the acceptance and execute a book-entry delivery to
the Exchange Agent's account at DTC. DTC will then send a computer-generated
message (an "Agent's Message") to the Exchange Agent for its acceptance in which
the holder of the Old Notes acknowledges and agrees to be bound by the terms of,
and makes the representations and warranties contained in, this Letter of
Transmittal, the DTC participant confirms on behalf of itself and the beneficial
owners of such Old Notes all provisions of this Letter of Transmittal (including
any representations and warranties) applicable to it and such beneficial owner
as fully as if it had completed the information required herein and executed and
transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Exchange Offer by
submitting a Notice of Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT
AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS
SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY
DELIVERY. NO OLD NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE ISSUER.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their Old Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus. Pursuant to such procedure: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) on or prior to the Expiration Date, the Exchange Agent must have received
from such Eligible Institution a letter, telegram or facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight courier) setting forth the name and address of the tendering holder,
the names in which such Old Notes are registered, and, if applicable, the
certificate numbers of the Old Notes to be tendered; and (iii) all tendered Old
Notes (or a confirmation of any book-entry transfer of such Old Notes into the
Exchange Agent's account at a book-entry transfer facility) as well as this
Letter of Transmittal and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York Stock
Exchange trading days after the date of execution of such letter, telegram or
facsimile transmission, all as provided in the Prospectus.
<Page>
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Old Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS.
If less than the entire principal amount of Old Notes evidenced by a
submitted certificate is tendered, the tendering holder must fill in the
aggregate principal amount of Old Notes tendered in the box entitled
"Description of Old Notes Tendered Herewith." A newly issued certificate for the
Old Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Old Notes, a written notice of
withdrawal must: (i) be received by the Exchange Agent at the address for the
Exchange Agent set forth above before the Issuer notifies the Exchange Agent
that it has accepted the tender of Old Notes pursuant to the Exchange Offer;
(ii) specify the name of the person who tendered the Old Notes to be withdrawn;
(iii) identify the Old Notes to be withdrawn (including the principal amount of
such Old Notes, or, if applicable, the certificate numbers shown on the
particular certificates evidencing such Old Notes and the principal amount of
Old Notes represented by such certificates); (iv) include a statement that such
holder is withdrawing its election to have such Old Notes exchanged; and (v) be
signed by the holder in the same manner as the original signature on this Letter
of Transmittal (including any required signature guarantee). The Exchange Agent
will return the properly withdrawn Old Notes promptly following receipt of
notice of withdrawal. If Old Notes have been tendered pursuant to the procedure
for book-entry transfer, any notice of withdrawal must specify the name and
number of the account at the book-entry transfer facility to be credited with
the withdrawn Old Notes or otherwise comply with the book-entry transfer
facility's procedures. All questions as to the validity of notices of
withdrawals, including time of receipt, will be determined by the Issuer, and
such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer. Any Old Notes which have been
tendered for exchange but which are not exchanged for any reason will be
returned to the 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
described above, such Old Notes will be credited to an account with such
book-entry transfer facility specified by the holder) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described under the caption "The exchange offer--Procedures for
tendering" in the Prospectus at any time prior to the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes tendered hereby, the signature must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of Old Notes.
<Page>
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements
of certificates or separate written instruments of transfer or exchange are
required unless Exchange Notes issued in exchange therefor are to be issued, or
Old Notes are not tendered or not exchanged are to be returned, in the name of
any person other than the registered holder. Signatures on any such certificates
or separate written instruments of transfer or exchange 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 the Old Notes listed, such Old Notes must be
endorsed or accompanied by separate written instruments of transfer or exchange
in form satisfactory to the Issuer and duly executed by the registered holder,
in either case signed exactly as the name or names of the registered holder or
holders appear(s) on the Old Notes.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 Issuer, proper evidence
satisfactory to the Issuer of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments
of transfer or exchange required by this Instruction 3 must be guaranteed by an
Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution, unless Old Notes are tendered: (i) by a holder who has not
completed the box entitled "Special Exchange Instructions" or "Special Delivery
Instructions" on this Letter of Transmittal; or (ii) for the account of an
Eligible Institution (as defined below). In the event that the signatures in
this Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantees must be by an eligible guarantor
institution which is a member of a 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 another "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible
Institution"). If Old Notes are registered in the name of a person other than
the signer of this Letter of Transmittal, the Old Notes surrendered for exchange
must be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Issuer, in its
sole discretion, duly executed by the registered holder with the signature
thereon guaranteed by an Eligible Institution.
4. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS.
Tendering holders should indicate, as applicable, the name and address to
which the Exchange Notes or certificates for Old Notes not tendered or not
accepted for exchange are to be issued or sent, if different from the name and
address of the person signing this Letter of Transmittal. In the case of
issuance in a different name, the tax identification 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.
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5. TRANSFER TAXES.
The Issuer shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Old Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes or Old Notes not tendered or accepted for exchange are
to be delivered to, or are 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 of Transmittal, or if a transfer tax is imposed for any reason other
than the transfer and exchange of Old Notes to the Issuer or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exception therefrom
is not submitted herewith the amount of such transfer taxes will be billed
directly to such tendering holder.
6. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive, in whole or in part, any of
the conditions to the Exchange Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED SECURITIES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
8. IRREGULARITIES.
All questions as to the validity, form, eligibility (including time of
receipt), and acceptance of Letters of Transmittals or Old Notes will be
resolved by the Issuer, whose determination will be final and binding. The
Issuer reserves the absolute right to reject any or all Letters of Transmittal
or tenders that are not in proper form or the acceptance of which would, in the
opinion of the Issuer's counsel, be unlawful. The Issuer also reserves the right
to waive any irregularities or conditions of tender as to the particular Old
Notes covered by any Letter of Transmittal or tendered pursuant to such letter.
None of the Issuer, the Exchange Agent or any other person will be under any
duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give any such notification. The Issuer's
interpretation of the terms and conditions of the Exchange Offer shall be final
and binding.
9. SUBSTITUTE FORM W-9.
Each holder of Old Notes whose Old Notes are accepted for exchange (or other
payee) is required to provide a correct taxpayer identification number ("TIN"),
generally the holder's Social Security or federal employer identification
number, and certain other information, on Substitute Form W-9, which is provided
under "Important Tax Information" below, and to certify that the holder (or
other payee) is not subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the holder (or other payee)
to a $50 penalty imposed by the Internal Revenue Service and 30% federal income
tax backup withholding on payments made in connection with the Old Notes. The
box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other
payee) has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 3 is checked and a TIN is not
provided by the time any payment is made in connection with the Old Notes, 30%
of all such payments will be withheld until a TIN is provided.
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 of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address and
telephone number indicated above.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF
(TOGETHER WITH CERTIFICATES OF OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
<Page>
IMPORTANT TAX INFORMATION
Under Federal income tax law, a holder whose tendered Old Notes are accepted
for exchange is required to provide the Exchange Agent with such holder's
current TIN on Substitute Form W-9 below. If such holder is an individual, the
TIN is his or her social security number. If the Exchange Agent is not provided
with the correct TIN and with certain other information, the holder or other
payee may be subject to a $50 penalty imposed by the Internal Revenue Service
and to backup withholding.
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, that holder must submit to the Exchange Agent the appropriate and
properly completed Internal Revenue Service Form W-8 (a "Form W-8"), signed
under penalties of perjury, attesting to that person's exempt status. A
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to retain
possession of an amount of Exchange Notes equal to 30% of the value of Exchange
Notes that would be delivered to the holder or other payee. Backup withholding
is not an additional tax. Rather, the Federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any Exchange Notes delivered to a holder or
other payee with respect to Old Notes exchanged pursuant to the Exchange Offer,
the holder is required to notify the Exchange Agent of the holder's current TIN
(or the TIN of any other payee) by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that such holder is
awaiting a TIN), and that (1) the holder has not been notified by the Internal
Revenue Service that the holder is subject to backup withholding as a result of
failure to report all interest or dividends or (2) the Internal Revenue Service
has notified the holder that the holder is no longer subject to backup
withholding.
A nonexempt holder may check the box in Part 3 of the attached Form W-9 if
such holder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If a nonexempt holder checks the box in
Part 3, such holder must also sign the attached Certificate of Awaiting Taxpayer
Identification Number in order to prevent backup withholding. In such an event,
the Exchange Agent will withhold 30% of the value of the Exchange Notes to be
delivered to the holder or other payee with respect to the Old Notes prior to
the time a properly certified TIN is provided to the Exchange Agent, and if the
TIN is provided within 60 days, such amount will be remitted to the holder by
the Exchange Agent.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (E.G., social
security number or employer identification number) of the record owner of the
Old Notes. If the Old Notes are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9," for
additional guidance on which number to report.
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SUBSTITUTE Part 1-PLEASE PROVIDE YOUR Social Security Number(s)
FORM W-9 TIN IN THE BOX AT RIGHT or
Department of the Treasury AND CERTIFY BY SIGNING AND Employer Identification Number(s)
Internal Revenue Service DATING BELOW. ------------------------
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Part 2-NOTES-Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
Payor's Request for Taxpayer number
Identification Number (TIN) (or I am waiting for a number to be issued for me); and
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding; (b) 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 (c) the IRS
has notified me that I am no longer subject to backup withholding.
- --------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS-You must cross out item (2) above if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or dividends on your tax return.
Signature Date
Name
(please print)
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PART 3-Awaiting TIN / /
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50
PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP
WITHHOLDING OF 30 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER
THE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9.
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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 (1) I have mailed or
delivered an application to receive a tax payer identification number to
the appropriate Internal Revenue Service Center of Social Security
Administration Office or (2) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within 60 days, 30% of the value of the Notes to
be delivered to me will be withheld.
Signature ____________________________ Date ___________________________
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<Caption>
(DO NOT WRITE IN SPACE BELOW)
Certificate Surrendered Old Notes Tendered Old Notes Accepted
</Table>
Delivery Prepared By _____________ Checked By _____________ Date _____________