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SEC Filings

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     (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 United States Treasury Form W-8, or a suitable
     substitute form, or
          (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 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 thereof.
     Recently adopted Treasury Regulations that will be effective January 1,
2001 provide alternative methods for satisfying the certification requirement
described in (2) above. These regulations will generally require, in the case of
notes held by a foreign partnership, that the certificate described in (2) above
be provided by the partners rather than by the foreign partnership, and that the
partnership provide certain information including a United States tax
identification number. For purposes of the United States federal withholding
tax, payment of interest includes the amount of any payment that is attributable
to original issue discount that accrued while such non-U.S. holder held the
     If a non-U.S. holder cannot satisfy the requirements of the portfolio
interest exception described above, payments of interest, including original
issue discount, made to such non-U.S. holder will be subject to a 30%
withholding tax, unless the beneficial owner of the note provides us or our
paying agent, as the case may be, with a properly executed
     (1) Internal Revenue Service Form 1001, or successor form, claiming an
exemption from or reduction in the rate of withholding under the benefit of a
tax treaty or
     (2) Internal Revenue Service Form 4224, or successor form, stating that
interest paid on the note is not subject to withholding tax because it is
effectively connected with the beneficial owner's conduct of a trade or business
in the United States.
     If a non-U.S. holder of a note is engaged in a trade or business in the
United States and interest on the note is effectively connected with the conduct
of such trade or business, such non-U.S. holder will be subject to United States
federal income tax on such interest including original issue discount in the
same manner as if it were a U.S. holder. In addition, if such non-U.S. holder is
a foreign corporation, it may be subject to a branch profits tax equal to 30% of
its effectively connected earnings and profits, subject to adjustment, for that
taxable year unless it qualifies for a lower rate under an applicable income tax
     Any capital gain realized on the sale, exchange, redemption, retirement or
other taxable disposition of a note by a non-U.S. holder generally will not be
subject to United States federal income tax provided
     (1) such gain is not effectively connected with the conduct by such holder
of a trade or business in the United States,
     (2) in the case of gains derived by an individual, such individual is not
present in the United States for 183 days or more in the taxable year of the
disposition and certain other conditions are met, and
     (3) the non-U.S. holder is not subject to tax pursuant to the provisions of
United States federal income tax law applicable to certain expatriates.