Common use of Offering Memorandum Clause in Contracts

Offering Memorandum. The Units will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers have prepared a preliminary offering memorandum, dated September 7, 1999 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated September 23, 1999 (the "Offering Memorandum"), relating to the Units. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant Agreement, the Securities (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantor have prepared a preliminary offering memorandum, dated September 7March 13, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23April 1, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSeries A Notes and the Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE the "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Debentures will be offered and ------------------- sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have prepared a preliminary offering memorandum, dated September 7July --- 15, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering ------------------------------- memorandum, dated September 23July 16, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the Units------------------- Series A Debentures. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Debentures (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] DEBENTURE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7July 23, 1999 relating to the Series A Notes (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), and the Issuers and the Guarantors have prepared a final offering memorandum, dated September 23August 5, 1999 relating to the Units (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the Units. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] SECURITY (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7February 10, 1999 1998 (the "Preliminary Offering Memorandum"), ) and a final offering memorandum, dated September 23February 27, 1999 1998 (the "Offering Memorandum"), relating to the UnitsSeries A Notes and the Subsidiary Guarantees. 3 Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 718, 1999 2000 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 2319, 1999 2000 (the "Offering OFFERING Memorandum"), relating to the Units. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant Agreement, the Securities Initial Notes and the Warrants (and, as to both the Initial Notes and the Warrants, all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear a legend in substantially the following legendform, together with such other legends as may be set forth in the Indenture or Warrant Agreement, as applicable: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units will be offered and sold to the ------------------- Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers --- Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7June 29, 1999 2000 (the "Preliminary Offering Memorandum"), ) and a final offering ------------------------------- memorandum, dated September 23to be dated, 1999 if practicable by the exercise of the Company's and the Guarantors' reasonable best efforts to prepare such final offering memorandum, no later than July 7, 2000, and, in any event, no later than July 10, 2000 (the "Offering Memorandum"), relating to the Units. ------------------- Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant Agreement, the Securities Initial Notes and the Warrants (and, as to both the Initial Notes and the Warrants, all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear a legend in substantially the following legendform, together with such other legends as may be set forth in the Indenture or Warrant Agreement, as applicable: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7February 15, 1999 2000 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23February 25, 1999 2000 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsNotes. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCESENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7June 12, 1999 2000 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23June 15, 1999 (the "Offering Memorandum"), relating to the Units. 2000 Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7July 19, 1999 2000 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum, dated September 23August 9, 1999 2000 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the Units. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and or the Warrant Agreement, the Securities Units, the Notes or the Warrants (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] SECURITY (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Debentures will be offered and sold to the ------------------- Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7August 2, 1999 2000 (the "Preliminary Offering Memorandum"), ) and a final offering memorandum, dated September 23August 10, 1999 2000 (the "Offering Memorandum"), relating to the UnitsDebentures, and such definitions include, in each case, the documents incorporated by reference therein. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Debentures (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] DEBENTURE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCESENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers and the Guarantors have prepared a preliminary offering memorandum, dated September 7November 3, 1999 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM")) relating to the Notes, and a final offering memorandum, dated September 23November 18, 1999 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the Units. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant Agreement, as the case may be, the Securities (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. , BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Restricted Notes will be offered and sold to ------------------- the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers --- Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7November 24, 1999 1998 (the "Preliminary Offering Memorandum"), and a final ------------------------------- offering memorandum, dated September 23December 8, 1999 1998 (the "Offering Memorandum"), ------------------- relating to the UnitsRestricted Notes and the Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Restricted Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Senior Discount Notes will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7June 11, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September July 23, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSenior Discount Notes. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Senior Discount Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall 3 bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE the "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7January 6, 1999 (the "Preliminary Offering Memorandum"), ) and a final offering memorandum, dated September 23January 20, 1999 (the "Offering Memorandum"), relating to the UnitsSeries A Notes and the Subsidiary Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Restricted Notes will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7March 15, 1999 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum, dated September 23March 19, 1999 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsRestricted Notes. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Restricted Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:U.S.

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary offering memorandum, dated September 7January 6, 1999 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23January 22, 1999 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSeries A Notes. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "" SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Restricted Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7May 14, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23June 1, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsRestricted Notes and the Subsidiary Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant Agreementor applicable law, the Securities Restricted Notes (and all securities issued in exchange therefor, therefor or in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SECOND SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Securities will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers have Company has prepared a preliminary an offering memorandum, dated September 7April 15, 1999 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated September 23, 1999 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSecurities. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementCertificate of Designation, the Securities Restricted Preferred Stock or the Exchange Debentures (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] SECURITY (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Senior Subordinated Notes will be offered and sold to the Initial Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7February 5, 1999 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated September 23February 20, 1999 1998 (the "Offering Memorandum"), relating to the UnitsSenior Subordinated Notes and the Subsidiary Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Senior Subordinated Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE the "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered ------------------- and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantors have prepared a --- preliminary offering memorandum, dated September 7December 1, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, ------------------------------- dated September 23December 11, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the Units------------------- Series A Notes and the Guarantees. As used herein, the terms "Preliminary Offering Memorandum" and "Offering Memorandum" shall include the financial statements and schedules, if any, incorporated by reference therein (the "Incorporated Information"). Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers Company and the Guarantors have prepared a preliminary offering memorandum, dated September 7December 4, 1999 1998 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23December 14, 1999 1998 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSeries A Notes and the Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndentures, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE the "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

Offering Memorandum. The Units Series A Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the "Securities ActACT"). The Issuers and the Subsidiary Guarantors have prepared a preliminary offering memorandum, dated September 7May 6, 1999 (the "Preliminary Offering MemorandumPRELIMINARY OFFERING MEMORANDUM"), ) and a final offering memorandum, dated September 23May 24, 1999 (the "Offering MemorandumOFFERING MEMORANDUM"), relating to the UnitsSeries A Notes and the Guarantees. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture and the Warrant AgreementIndenture, the Securities Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS [NOTE] [SECURITY] NOTE (OR ITS PREDECESSOR) [AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE] [HAS] HAS NOT BEEN REGISTERED UNDER THE UNITED STATES U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANDOR ANY STATE SECURITIES LAWS, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: