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Consequences of Failure to
Exchange................... The Old Notes that are not exchanged pursuant to
the Exchange Offer will remain restricted
securities. Accordingly, a holder of an Old Note,
other than a foreign purchaser outside the United
States, may resell or otherwise transfer the Old
Notes within the time period referred to in Rule
144(k) under the Securities Act after the Closing
Date, only (i) to the Guarantor or any subsidiary
thereof, (ii) to a "qualified institutional
buyer" (as defined in Rule 144A under the
Securities Act) ("QIB") in compliance with Rule
144A, (iii) inside the United States to a limited
number of other institutional "accredited
investors" (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act
("Institutional Accredited Investors") that,
prior to such transfer, furnish to the Trustee a
signed letter containing certain representations
and agreements relating to the restrictions on
transfer of the Old Notes (the form of which
letter can be obtained from the Trustee) and, if
such transfer is in respect of an aggregate
Accreted Value of Old Notes at the time of
transfer of less than $100,000, an opinion of
counsel acceptable to the Obligors that such
transfer is in compliance with the Securities
Act, (iv) outside the United States in compliance
with Rule 904 under the Securities Act, (v)
pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if
available) or (vi) 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, if for any other reason
the Exchange Offer is not commenced and not
consummated by October 9, 1998, or under certain
other circumstances, the Obligors will use their
best efforts to cause to become effective a shelf
registration statement (the "Shelf Registration
Statement") with respect to resales of the Old
Notes and to keep such Shelf Registration
Statement effective until the expiration of the
time period referred to in Rule 144(k) under the
Securities Act after the original issuance of the
Old Notes (or for so long as any holder is an
affiliate of the Obligors), or such shorter
period that will terminate when all Notes covered
by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration
Statement.
Special Procedures for
Beneficial Owners.......... Any beneficial owner whose Old Notes are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee
and who wishes to tender should contact such
registered holder promptly and instruct such
registered holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes
to tender on such owner's own behalf, such owner
must, prior to completing and executing the
Letter of Transmittal and delivering its Old
Notes, either make appropriate arrangements to
register ownership of the Old Notes in such
owner's name or obtain a properly completed bond
power from the registered holder. The transfer of
registered ownership may take considerable time.
The
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