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SEC Filings

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                               - arrange for the Depository Trust Company to
                                 transmit certain required information to the
                                 exchange agent in connection with a book-entry
                             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
                               - time will not permit your required documents to
                                 reach the exchange agent by the expiration date
                                 of the exchange offer; or
                               - 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 5:00 p.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 liquidity of the original notes
                             will be adversely affected.
Material United States
  Federal Income Tax
  Consideration............  The disclosure in this prospectus represents our
                             legal counsel's opinion as to the material United
                             States Federal income tax consequences of
                             participating in the exchange offer and in
                             connection with the ownership and disposition of
                             the new notes. The exchange of original notes for
                             new notes pursuant to the exchange offer will not
                             result in a taxable event. Accordingly, it is our
                             legal counsel's opinion that:
                               - no gain or loss will be realized by a U.S.
                                 holder upon receipt of a new note;