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                                    the Exchange Notes in a manner not permitted
                                    by the Commission's interpretation, such
                                    person (a) could not rely upon the Morgan
                                    Stanley Letter, the Exxon Capital Letter or
                                    similar letters and (b) must comply with the
                                    registration and prospectus delivery
                                    requirements of the Securities Act in
                                    connection with a secondary resale
                                    transaction. Each broker or dealer that
                                    receives Exchange Notes for its own account
                                    in exchange for Original Notes, where such
                                    Original Notes were acquired by such broker
                                    or dealer as a result of market-making or
                                    other activities, must acknowledge that it
                                    will deliver a prospectus in connection with
                                    any sale of such Exchange Notes. See "Plan
                                    of Distribution."
Expiration Date.................    5:00 p.m., New York City time, on
                                                   , 1999 unless the Exchange
                                    Offer is extended, in which case the term
                                    "Expiration Date" means the latest date and
                                    time to which the Exchange Offer is
Accrued Interest on the Exchange
  Notes and Original Notes......    The Exchange Notes will bear interest from
                                    March 17, 1999. Holders of Original Notes
                                    whose Original Notes are accepted for
                                    exchange will be deemed to have waived the
                                    right to receive any payment in respect of
                                    interest on such Original Notes accrued to
                                    the date of issuance of the Exchange Notes.
Conditions to the Exchange
Offer...........................    The Exchange Offer is subject to certain
                                    customary conditions. The conditions are
                                    limited and relate in general to proceedings
                                    which have been instituted or laws which
                                    have been adopted that might impair the
                                    ability of the Issuers to proceed with the
                                    Exchange Offer. As of the date of this
                                    Prospectus, none of these events had
                                    occurred, and the Issuers believe their
                                    occurrence to be unlikely. If any such
                                    conditions exist prior to the Expiration
                                    Date, the Issuers may (a) refuse to accept
                                    any Original Notes and return all previously
                                    tendered Original Notes, (b) extend the
                                    Exchange Offer or (c) waive such conditions.
                                    See "The Exchange Offer -- Conditions."
Procedures for Tendering
Original Notes..................    Each holder of Original Notes wishing to
                                    accept the Exchange Offer must complete,
                                    sign and date the Letter of Transmittal, or
                                    a facsimile thereof, in accordance with the
                                    instructions contained herein and therein,
                                    and mail or otherwise deliver such