(or comply with the procedures for
book-entry transfer) prior to the Expiration
Date may tender their Original 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 Tenders may be withdrawn at any time prior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
Acceptance of Original Notes and
Delivery of Exchange Notes.... Subject to certain conditions, the Issuers
will accept for exchange any and all
Original Notes which are properly tendered
in the Exchange Offer prior to 5:00 p.m.,
New York City time, on the Expiration Date.
The Exchange Notes issued pursuant to the
Exchange Offer will be delivered promptly
after the Expiration Date. See "The Exchange
Offer -- Terms of the Exchange Offer."
Certain Federal Income Tax
Consequences.................. The Issuers believe that the exchange of
Original Notes for Exchange Notes pursuant
to the Exchange Offer will not be a taxable
event for federal income tax purposes. A
holder's holding period for Exchange Notes
will include the holding period for Original
Notes. For a discussion summarizing certain
U.S. federal income tax consequences to
holders of the Exchange Notes, see "Certain
Federal Income Tax Consequences."
Exchange Agent.................. Harris Trust Company of New York is serving
as exchange agent (the "Exchange Agent") in
connection with the Exchange Offer. The
mailing address of the Exchange Agent is
Harris Trust Company of New York, Wall
Street Plaza, 88 Pine Street, 19th Floor,
New York, New York 10005, Attention:
Corporate Trust Department. For information
with respect to the Exchange Offer, contact
the Exchange Agent at telephone number (212)
701-7637 or facsimile number (212) 701-7624.
Use of Proceeds................. The Issuers will not receive any proceeds
from the Exchange Offer. See "Use of
Proceeds." The Issuers have agreed to bear
the expenses of the Exchange Offer pursuant
to the Registration Rights Agreements (as
defined below). No underwriter is being used
in connection with the Exchange Offer.