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be deemed not to have been validly tendered for purposes of the exchange offer
and no new notes will be issued with respect thereto unless the original notes
so withdrawn are validly retendered. Any original notes which have been tendered
but which are not accepted for exchange will be returned to the holder thereof
without cost to such holder as soon as practicable after withdrawal, rejection
of tender or termination of the exchange offer. Properly withdrawn original
notes may be retendered by following one of the procedures described above under
"-- Procedures for Tendering" at any time prior to the Expiration Date.
     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange, any new notes for any original
notes, and may terminate or amend the exchange offer before the acceptance of
any original notes for exchange, if the exchange offer violates any applicable
law or interpretation by the staff of the Commission.
     If we determine in their sole discretion that the foregoing condition
exists, we may (i) refuse to accept any original notes and return all tendered
original notes to the tendering holders, (ii) extend the exchange offer and
retain all original notes tendered prior to the expiration of the exchange
offer, subject, however, to the rights of holders who tendered such original
notes to withdraw their tendered original notes, or (iii) waive such condition,
if permissible, with respect to the exchange offer and accept all properly
tendered original notes which have not been withdrawn. If such waiver
constitutes a material change to the exchange offer, we will promptly disclose
such waiver by means of a prospectus supplement that will be distributed to the
holders, and we will extend the exchange offer as required by applicable law.
     Pursuant to the Registration Rights Agreements, if the exchange offer shall
not be consummated prior to the Exchange Offer Termination Date (as defined
below), we will be obligated to cause to be filed with the Commission the shelf
registration statement with respect to the original notes as promptly as
practicable after the exchange offer Termination Date, and thereafter use its
best efforts to have the shelf registration statement declared effective.
     "Exchange Offer Termination Date" means the date on which the earliest of
any of the following events occurs: (a) applicable interpretations of the staff
of the Commission do not permit us to effect the exchange offer, (b) any holder
of notes notifies us that either (i) such holder is not eligible to participate
in the exchange offer or (ii) such holder participates in the exchange offer and
does not receive freely transferable new notes in exchange for tendered original
notes or (c) the exchange offer is not consummated within 180 days after the
Issue Date.
     If any of the conditions described above exists, we will refuse to accept
any original notes and will return all tendered original notes to exchanging
holders of the original notes.