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SEC Filings

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market-making or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such new notes. See "Plan of
Distribution" for additional information.
     We shall be deemed to have accepted validly tendered original notes when,
as and if we have given oral or written notice of the acceptance of such notes
to the exchange agent. The exchange agent will act as agent for the tendering
holders of original notes for the purposes of receiving the new notes from the
issuers and delivering new notes to such holders.
     If any tendered original notes are not accepted for exchange because of an
invalid tender or the occurrence of the conditions set forth under
"-- Conditions" without waiver by us, certificates for any such unaccepted
original notes will be returned, without expense, to the tendering holder of any
such original notes as promptly as practicable after the expiration date.
     Holders of original notes who tender in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
original notes, pursuant to the exchange offer. We will pay all charges and
expenses, other than certain applicable taxes in connection with the exchange
offer. See "-- Fees and Expenses."
     Pursuant to the registration rights agreements, if the exchange offer is
not completed prior to the date on which the earliest of any of the following
events occurs:
          (a) applicable interpretations of the staff of the Securities and
     Exchange Commission do not permit us to effect the exchange offer,
          (b) any holder of notes notifies us that either:
             (1) such holder is not eligible to participate in the exchange
        offer, or
             (2) 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 completed within 180 days after March
     17, 1999,
we will, at our cost:
     - file a shelf registration statement covering resales of the original
     - use our reasonable best efforts to cause the shelf registration statement
       to be declared effective under the Securities Act at the earliest
       possible time, but no later than 90 days after the time such obligation
       to file arises, and
     - use our reasonable best efforts to keep effective the shelf registration
       statement until the earlier of two years after the date as of which the
       Securities and Exchange Commission declares such shelf registration
       statement effective or the shelf registration otherwise becomes
       effective, or the time when all of the applicable original notes are no
       longer outstanding.
     If any of the events described occurs, we will refuse to accept any
original notes and will return all tendered original notes.
     We will, if and when we file the shelf registration statement, provide to
each holder of the original notes copies of the prospectus which is a part of
the shelf registration