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                                    Letter of Transmittal, or such facsimile, or
                                    an Agent's Message (as defined herein) in
                                    connection with a book-entry transfer,
                                    together with the Original Notes to be
                                    exchanged and any other required
                                    documentation, to the Exchange Agent (as
                                    defined) at the address set forth herein and
                                    therein. Tendered Original Notes, the Letter
                                    of Transmittal and accompanying documents
                                    must be received by the Exchange Agent by
                                    5:00 p.m. New York City time on the
                                    Expiration Date. See "The Exchange
                                    Offer -- Procedures for Tendering." By
                                    executing the Letter of Transmittal, each
                                    holder will represent to the Issuers that,
                                    among other things, the Exchange Notes
                                    acquired pursuant to the Exchange Offers are
                                    being obtained in the ordinary course of
                                    business of the person receiving such
                                    Exchange Notes, whether or not such person
                                    is the holder, that neither the holder nor
                                    any such other person is engaged in or
                                    intends to engage in a distribution of the
                                    Exchange Notes or has an arrangement or
                                    understanding with any person to participate
                                    in the distribution of such Exchange Notes,
                                    and that neither the holder nor any such
                                    other person is an "affiliate," as defined
                                    under Rule 405 of the Securities Act, of the
Special Procedures for
Beneficial Holders..............    Any beneficial holder whose Original Notes
                                    are registered in the name of such holder's
                                    broker, dealer, commercial bank, trust
                                    company or other nominee and who wishes to
                                    tender in the Exchange Offer should contact
                                    such registered holder promptly and instruct
                                    such registered holder to tender on such
                                    holder's behalf. If such beneficial holder
                                    wishes to tender on such holder's own
                                    behalf, such beneficial holder must, prior
                                    to completing and executing the Letter of
                                    Transmittal and delivering such holder's
                                    Original Notes, either make appropriate
                                    arrangements to register ownership of the
                                    Original Notes in such holder's name or
                                    obtain a properly completed bond power from
                                    the registered holder. The transfer of
                                    record ownership may take considerable time.
                                    See "The Exchange Offer -- Procedures for
Guaranteed Delivery
Procedures......................    Holders of Original Notes who wish to tender
                                    their Original Notes and whose Original
                                    Notes are not immediately available or who
                                    cannot deliver their Original Notes and a
                                    properly completed Letter of Transmittal or
                                    any other documents required by the Letter
                                    of Transmittal to the Exchange Agent