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which case the term "Expiration Date" shall mean the latest date to which the
exchange offer is extended.
     In order to extend the Expiration Date, we will notify the Exchange Agent
of any extension by oral or written notice and will issue a public announcement
thereof, each prior to 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. Such announcement may state that
we are extending the exchange offer for a specified period of time.
     We reserve the right (a) to delay accepting any original notes, to extend
the exchange offer or to terminate the exchange offer and not accept original
notes not previously accepted if any of the conditions set forth herein under
"-- Conditions" shall have occurred and shall not have been waived by us (if
permitted to be waived by us), by giving oral or written notice of such delay,
extension or termination to the Exchange Agent, or (b) to amend the terms of the
exchange offer in any manner deemed by it to be advantageous to the holders of
the original notes. Any such delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by oral or written notice
thereof. If the exchange offer is amended in a manner determined by us to
constitute a material change, we will promptly disclose such amendment in a
manner reasonably calculated to inform the holders of the original notes of such
amendment and we may extend the exchange offer, depending upon the significance
of the amendment and the manner of disclosure to holders of the original notes,
if the exchange offer would otherwise expire during such extension period.
     Without limiting the manner in which we may choose to make public
announcement of any extension, amendment or termination of the exchange offer,
we shall have no obligation to publish, advertise, or otherwise communicate any
such public announcement, other than by making a timely release to an
appropriate news agency.
     The new notes will bear interest from March 17, 1999, payable semiannually
on April 1 and October 1 of each year, commencing October 1, 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 the
original notes accrued up until the date of the issuance of the new notes.
     To tender in the exchange offer, a holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by instruction 2 of the Letter of Transmittal, and mail
or otherwise deliver such Letter of Transmittal or such facsimile or an Agent's
Message (as defined below) in connection with a book entry transfer, together
with the original notes and any other required documents. To be validly
tendered, such documents must reach the Exchange Agent before 5:00 p.m., New
York City time, on the Expiration Date. Delivery of the original notes may be
made by book-entry transfer in accordance with the procedures described below.
Confirmation of such book-entry transfer must be received by the Exchange Agent
prior to the Expiration Date.
     The term "Agent's Message" means a message, transmitted by a book-entry
transfer facility to, and received by, the Exchange Agent, forming a part of a
confirmation of a book-entry transfer, which states that such book-entry
transfer facility has received an express acknowledgment from the participant in
such book-entry transfer facility tendering the original notes that such
participant has received and agrees to be bound by the terms