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<PAGE>   11
                               THE EXCHANGE OFFER
Resales Without Further
  Registration.............  We believe that the new notes issued pursuant to
                             the exchange offer may be offered for resale,
                             resold or otherwise transferred by you without
                             compliance with the registration and prospectus
                             delivery provisions of the Securities Act of 1933,
                             as amended, provided that:
                               - you are acquiring the new notes issued in the
                                 exchange offer in the ordinary course of your
                               - you have not engaged in, do not intend to
                                 engage in, and have no arrangement or
                                 understanding with any person to participate
                                 in, the distribution of the new notes issued to
                                 you in the exchange offer, and;
                               - you are not our "affiliate," as defined under
                                 Rule 405 of the Securities Act.
                             Each of the participating broker-dealers that
                             receives new notes for its own account in exchange
                             for original notes that were acquired by such
                             broker or dealer as a result of market-making or
                             other activities must acknowledge that it will
                             deliver a prospectus in connection with the resale
                             of the new notes.
Expiration Date............  5:00 p.m., New York City time, on February   , 2000
                             unless we extend the exchange offer.
Exchange and Registration
  Rights Agreements........  You have the right to exchange the original notes
                             that you hold for new notes with substantially
                             identical terms. This exchange offer is intended to
                             satisfy these rights. Once the exchange offer is
                             complete, you will no longer be entitled to any
                             exchange or registration rights with respect to
                             your original notes.
Accrued Interest on the New
  Notes and Original
  Notes....................  The new notes will bear interest from January 12,
                             2000. Holders of original notes which are accepted
                             for exchange will be deemed to have waived the
                             right to receive any payment in respect of interest
                             on such original notes accrued to the date of
                             issuance of the new notes.
Conditions to the Exchange
  Offer....................  The exchange offer is conditioned upon certain
                             customary conditions which we may waive and upon
                             compliance with securities laws.
Procedures for Tendering
  Original Notes...........  Each holder of original notes wishing to accept the
                             exchange offer must:
                               - complete, sign and date the letter of
                                 transmittal, or a facsimile of the letter of
                                 transmittal; or