Obligors will keep the Exchange Offer open for
not less than twenty business days in order to
provide for the transfer of registered ownership.
Procedures................. Holders of Old Notes who wish to tender their Old
Notes and whose Old Notes are not immediately
available or who cannot deliver their Old Notes,
the Letter of Transmittal or any other documents
required by the Letter of Transmittal to the
Exchange Agent (or comply with the procedures for
book-entry transfer) prior to the Expiration Date
must tender their Old Notes according to the
guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures."
Withdrawal Rights........... Tenders may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration
Acceptance of Old Notes and
Delivery of New Notes...... The Obligors will accept for exchange any and all
Old Notes which are properly tendered in the
Exchange Offer prior to 5:00 p.m., New York City
time, on the Expiration Date. The New Notes
issued pursuant to the Exchange Offer will be
delivered promptly following the Expiration Date.
See "The Exchange Offer--Terms of the Exchange
Federal Income Tax
Consequences............... The exchange pursuant to the Exchange Offer will
not be a taxable event for federal income tax
purposes. See "Material Federal Income Tax
Use of Proceeds............. There will be no cash proceeds to the Obligors
from the Exchange Offer.
Exchange Agent.............. United States Trust Company of New York.