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                                    (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    Tenders may be withdrawn at any time prior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
                                    Expiration Date.
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.