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<PAGE>   8
Procedures for Tendering
Original Notes..................    Each holder of original notes wishing to
                                    accept the exchange offer must:
                                    - complete, sign and date the letter of
                                      transmittal, or a facsimile of the letter
                                      of transmittal; or
                                    - arrange for the Depository Trust Company
                                      to transmit certain required information
                                      to the exchange agent in connection with a
                                      book-entry transfer.
                                    You must mail or otherwise deliver such
                                    documentation together with the original
                                    notes to the exchange agent.
Special Procedures for
Beneficial Holders..............    If you beneficially own original notes
                                    registered in the name of a broker, dealer,
                                    commercial bank, trust company or other
                                    nominee and you wish to tender your original
                                    notes in the exchange offer, you should
                                    contact such registered holder promptly and
                                    instruct them to tender on your behalf. If
                                    you wish to tender on your own behalf, you
                                    must, before completing and executing the
                                    letter of transmittal for the exchange offer
                                    and delivering your original notes, either
                                    arrange to have your original notes
                                    registered in your name or obtain a properly
                                    completed bond power from the registered
                                    holder. The transfer of registered ownership
                                    may take considerable time.
Guaranteed Delivery
Procedures......................    You must comply with the applicable
                                    procedures for tendering if you wish to
                                    tender your original notes and:
                                    - time will not permit your required
                                      documents to reach the exchange agent by
                                      the expiration date of the exchange offer;
                                    - you cannot complete the procedure for
                                      book-entry transfer on time; or
                                    - your original notes are not immediately
Withdrawal Rights...............    You may withdraw your tender of original
                                    notes at any time prior to 9:00 a.m., New
                                    York City time, on the date the exchange
                                    offer expires.
Failure to Exchange Will Affect
You Adversely...................    If you are eligible to participate in the
                                    exchange offer and you do not tender your
                                    original notes, you will not have further
                                    exchange or registration rights and your
                                    original notes will continue to be subject
                                    to some restrictions on transfer.
                                    Accordingly, the