[ALTERNATE PAGE 2]
THE NEW NOTES
The Notes have been registered under the Securities Act and, therefore, will
not be subject to certain transfer restrictions and registration rights and
will not contain certain provisions providing for an increase in the interest
rate under certain circumstances relating to the Registration Rights Agreement.
The form and terms of the New Notes are the same in all material respects as
the form and terms of certain notes of the same class that have not been
registered under the Securities Act and, therefore, bear legends restricting
the transfer thereof. The New Notes and the legended notes (the "Old Notes")
are deemed the same class of notes under the Indenture (as defined herein) and
are entitled to the same benefits thereunder. Unless the context otherwise
requires, references herein to the Notes include Old Notes not exchanged for
$163,175,000 aggregate principal amount at
maturity ($100,011,589.25 Accreted Value as of
April 9, 1998) of 10% Senior Discount Notes due
April 15, 2008.
Yield and Interest..........
The Old Notes were, and the New Notes will be,
issued at a substantial discount from their
principal amount at maturity and there will not
be any payment of interest on the Notes prior to
October 15, 2003. For a discussion of the U.S.
federal income tax treatment of the Notes under
the original issue discount rules, see "Certain
United States Federal Income Tax Consequences."
The Notes will fully accrete to face value on
April 15, 2003. From and after April 15, 2003,
the Notes will bear interest, payable semi-
annually in cash, at a rate of 10% per annum on
April 15 and October 15 of each year, commencing
October 15, 2003.
The Notes are redeemable, at the option of the
Obligors, in whole or in part, at any time on or
after April 15, 2003, initially at 105.000% of
their principal amount at maturity, plus accrued
interest, declining to 100% of their principal
amount at maturity, plus accrued interest, on or
after April 15, 2006. In addition, at any time
prior to April 15, 2001, the Obligors may redeem
up to 35% of the aggregate principal amount at
maturity of the Notes with the proceeds of one or
more sales of Capital Stock (other than
Disqualified Stock) of the Company or an Obligor,
at 110.000% of their Accreted Value on the
redemption date; provided, however, that after
any such redemption at least $106.0 million
aggregate principal amount at maturity of Notes
remains outstanding. See "Description of the
Change of Control...........
Upon a Change of Control (as defined herein), the
Obligors will be required to make an offer to
purchase the Notes at a purchase price equal to
101% of their Accreted Value on the date of