<PAGE>
2
SemiAnnual Accreted
Accrual Date Value
 
October 15, 1998.................... $ 644.60
April 15, 1999...................... 676.83
October 15, 1999.................... 710.68
April 15, 2000...................... 746.21
October 15, 2000.................... 783.52
April 15, 2001...................... 822.70
October 15, 2001.................... 863.83
April 15, 2002...................... 907.02
October 15, 2002.................... 952.38
April 15, 2003...................... $1,000.00
(ii) if the Specified Date occurs before the first SemiAnnual
Accrual Date, the Accreted Value will equal the sum of (a) $612.91 and (b)
an amount equal to the product of (1) the Accreted Value for the first
SemiAnnual Accrual Date less $612.91 multiplied by (2) a fraction, the
numerator of which is the number of days from the Closing Date to the
Specified Date, using a 360day year of twelve 30day months, and the
denominator of which is the number of days elapsed from the Closing Date to
the first SemiAnnual Accrual Date, using a 360day year of twelve 30day
months;
(iii) if the Specified Date occurs between two SemiAnnual
Accrual Dates, the Accreted Value will equal the sum of (a) the Accreted
Value for the SemiAnnual Accrual Date immediately preceding such Specified
Date and (b) an amount equal to the product of (1) the Accreted Value for
the immediately following SemiAnnual Accrual Date less the Accreted Value
for the immediately preceding SemiAnnual Accrual Date multiplied by (2) a
fraction, the numerator of which is the number of days from the immediately
preceding SemiAnnual Accrual Date to the Specified Date, using a 360day
year of twelve 30day months, and the denominator of which is 180; or
(iv) if the Specified Date occurs after the last SemiAnnual
Accrual Date, the Accreted Value will equal $1,000.
"Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition by a Restricted Subsidiary and not Incurred in connection
with, or in anticipation of, such Person
