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(as defined) in connection with a book-entry
transfer, in accordance with the instructions
contained herein and therein, and mail or
otherwise deliver such Letter of Transmittal, or
such facsimile of such Agent's Message, together
with the Old Notes and any other required
documentation to the Exchange Agent (as defined)
at the address set forth herein. By executing the
Letter of Transmittal or Agent's Message, each
holder will represent to the Obligors that, among
other things, the New Notes acquired pursuant to
the Exchange Offer are being obtained in the
ordinary course of business of the person
receiving such New Notes, whether or not such
person is the holder, that neither the holder nor
any such other person has any arrangement or
understanding with any person to participate in
the distribution of such New Notes and that
neither the holder nor any such other person is
an "affiliate," as defined under Rule 405 of the
Securities Act, of the Obligors. See "The
Exchange Offer--Purpose and Effect of the
Exchange Offer" and "--Procedures for Tendering."
Untendered Old Notes........
Following the consummation of the Exchange Offer,
holders of Old Notes eligible to participate, but
who do not tender their Old Notes, will not have
any further exchange rights and such Old Notes
will continue to be subject to certain
restrictions on transfer. Accordingly, the
liquidity of the market for such Old Notes could
be adversely affected.
Consequences of Failure to The Old Notes that are not exchanged pursuant to
Exchange................... the Exchange Offer will remain restricted
securities. Accordingly, such Old Notes may be
resold only (i) to the Obligors, (ii) pursuant to
Rule 144A or Rule 144 under the Securities Act or
pursuant to some other exemption under the
Securities Act, (iii) outside the United States
to a foreign person pursuant to the requirements
of Rule 904 under the Securities Act, or (iv)
pursuant to an effective registration statement
under the Securities Act. See "The Exchange
Offer-- Consequences of Failure to Exchange."
Shelf Registration
Statement.................. In the event that changes in the law or the
applicable interpretations of the staff of the
Commission do not permit the Obligors to effect
such an Exchange Offer, or if for any other
reason the Exchange Offer is not commenced and
not consummated by October 9, 1998, the Obligors
will (i) file a shelf registration statement (the
"Shelf Registration Statement") covering resales
of the Old Notes; (ii) use their best efforts to
cause the Shelf Registration Statement to be
declared effective under the Securities Act and
(iii) use their best efforts to keep effective
the Shelf Registration Statement until the
earlier of (a) two years after the date of the
original issuance of the Old Notes or (b) such
time as all of the applicable Old Notes have been
sold thereunder.
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