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SEC Filings

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                         COMPARISON WITH ORIGINAL NOTES
Freely Transferable.............    The Exchange Notes will be freely
                                    transferable under the Securities Act by
                                    holders who are not Restricted Holders.
                                    Restricted Holders are restricted from
                                    transferring the Exchange Notes without
                                    compliance with the registration and
                                    prospectus delivery requirements of the
                                    Securities Act. The Exchange Notes will be
                                    identical in all material respects
                                    (including interest rate, maturity and
                                    restrictive covenants) to the Original
                                    Notes, with the exception that the Exchange
                                    Notes will be registered under the
                                    Securities Act. See "The Exchange
                                    Offer -- Terms of the Exchange Offer."
Registration Rights; Special
Interest........................    In connection with the sale of the Original
                                    Notes, we entered into the Exchange and
                                    Registration Rights Agreements with the
                                    Initial Purchasers of the Original Notes
                                    (the "Registration Rights Agreements"),
                                    which grant the holders of the Original
                                    Notes certain exchange and registration
                                    rights. Pursuant to the Registration Rights
                                    Agreements, we have agreed: (i) to file with
                                    the Commission within 90 days of the date of
                                    original issuance of the Original Notes (the
                                    "Issue Date") a registration statement (the
                                    "Exchange Offer Registration Statement")
                                    with respect to the Exchange Offer; (ii) to
                                    use our reasonable best efforts to cause the
                                    Exchange Offer Registration Statement to
                                    become effective within 150 days after the
                                    Issue Date (the "Effective Date"); (iii) to
                                    cause the Exchange Offer to be consummated
                                    within 30 days after the Effective Date; and
                                    (iv) in certain circumstances to file and to
                                    use our reasonable best efforts to cause to
                                    become effective and keep effective for a
                                    period of time as set forth in the
                                    Registration Rights Agreements a shelf
                                    registration statement (the "Shelf
                                    Registration Statement"). Certain additional
                                    interest ("Special Interest") will accrue on
                                    the Original Notes and will be payable in
                                    cash if we fail to comply with any of the
                                    events described in (i) through (iv) above.