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SEC Filings

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     (2) purchases a 9.920% note for an amount in excess of the stated
redemption price
     will be considered to have purchased such note with "amortizable bond
premium." A U.S. holder generally may elect to amortize the premium over the
remaining term of the note on a constant yield method as applied with respect to
each accrual period of the note, and allocated ratably to each day within an
accrual period in a manner substantially similar to the method of calculating
daily portions of original issue discount, as described above. However, because
the notes may be optionally redeemed for an amount that is in excess of their
principal amount, special rules apply that could result in a deferral of the
amortization of bond premium until later in the term of the note. The amount
amortized in any year will be treated as a reduction of the U.S. holder's
interest income, including original issue discount income, from the note. Bond
premium on a note held by a U.S. holder that does not make such an election will
decrease the gain or increase the loss otherwise recognized upon disposition of
the note. The election to amortize premium on a constant yield method, once
made, applies to all debt obligations held or subsequently acquired by the
electing U.S. holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service.
     A U.S. holder that purchases a 9.920% note for an amount that is greater
than the adjusted issue price of such note on the date of purchase, as
determined in accordance with the original issue discount rules, above, will be
considered to have purchased such note at an "acquisition premium." A holder of
a 9.920% note that is purchased at an acquisition premium may reduce the amount
of the original issue discount otherwise includible in income with respect to
such note by the "acquisition premium fraction." The acquisition premium
fraction is that fraction the numerator of which is the excess of the holder's
adjusted tax basis in such note immediately after its acquisition over the
adjusted issue price of such note, and the denominator of which is the excess of
the sum of all amounts payable on such note after the purchase date over the
adjusted issue price of such note. Alternatively, a holder of a 9.920% note that
is purchased at an acquisition premium may elect to compute the original issue
discount accrual on such note by treating the purchase as a purchase of such
note at original issuance, treating the purchase price as the issue price, and
applying the original issue discount rules thereto using a constant yield
     The payment to a non-U.S. holder of interest on a note will not be subject
to U.S. federal withholding tax pursuant to the "portfolio interest exception,"
provided that
     (1) the non-U.S. holder does not actually or constructively own 10% or more
of the capital or profits interest in us and is not a controlled foreign
corporation that is related to us within the meaning of the Internal Revenue
Code and
     (2) either
          (A) the beneficial owner of the notes certifies to us or our agent,
     under penalties of perjury, that it is not a U.S. holder and provides its
     name and address on U.S. Treasury Form W-8, or a suitable substitute form,
          (B) a securities clearing organization, bank or other financial
     institution that holds the notes on behalf of such non-U.S. holder in the
     ordinary course of its trade or business certifies under penalties of
     perjury that such a Form W-8, or suitable substitute form, has been
     received from the beneficial owner by it or by a financial institution
     between it and the beneficial owner and furnishes the payor with a copy