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SEC Filings

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     Delivery of all documents must be made to the Exchange Agent at its address
set forth below. Holders may also request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect such tender for such
     The method of delivery of Original Notes and the Letter of Transmittal and
all other required documents to the Exchange Agent is at the election and risk
of the holders. Instead of delivery by mail, it is recommended that holders use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery to the Exchange Agent before 5:00 p.m. New
York City time, on the Expiration Date. No Letter of Transmittal or Original
Notes should be sent to the Issuers.
     Only a holder of Original Notes may tender such Original Notes in the
Exchange Offer. The term "holder" with respect to the Exchange Offer means any
person in whose name Original Notes are registered on the books of the Issuers
or any other person who has obtained a properly completed bond power from the
registered holder.
     Any beneficial holder whose Original Notes are registered in the name of
its 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 its behalf. If such beneficial holder wishes
to tender on its own behalf, such registered holder must, prior to completing
and executing the Letter of Transmittal and delivering its 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.
     Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States (an "Eligible Institution"), unless the Original Notes tendered
pursuant thereto are tendered (a) by a registered holder who has not completed
the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or (b) for the account of an Eligible
Institution. In the event that signatures on a Letter of Transmittal or a notice
of withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be by an Eligible Institution.
     If the Letter of Transmittal is signed by a person other than the
registered holder of any Original Notes listed therein, such Original Notes must
be endorsed or accompanied by appropriate bond powers and a proxy which
authorizes such person to tender the Original Notes on behalf of the registered
holder, in each case signed as the name of the registered holder or holders
appears on the Original Notes.
     If the Letter of Transmittal or any Original Notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Issuers, evidence satisfactory to the Issuers of their authority so to act must
be submitted with the Letter of Transmittal.
     All questions as to the validity, form, eligibility (including time of
receipt), and withdrawal of the tendered Original Notes will be determined by
the Issuers in their sole discretion, which determination will be final and
binding. The Issuers reserve the absolute right to reject any and all Original
Notes not properly tendered or any Original Notes the Issuers's acceptance of
which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers
also reserve the right to waive any irregularities or conditions of tender as to
particular Original Notes. The Issuers' interpretation of the terms and
conditions of the