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statement, notify each holder when the shelf registration statement has become
effective and take other actions as are required to permit unrestricted resales
of the original notes. A holder that sells original notes pursuant to the shelf
registration statement generally must be named as a selling security-holder in
the related prospectus and must deliver a prospectus to purchasers, a seller
will be subject to civil liability provisions under the Securities Act in
connection with these sales. A seller of the original notes also will be bound
by applicable provisions of the registration rights agreements, including
indemnification obligations. In addition, each holder of original notes must
deliver information to be used in connection with the shelf registration
statement and provide comments on the shelf registration statement in order to
have its original notes included in the shelf registration statement and benefit
from the provisions regarding any liquidated damages in the registration rights
     If we are required to file the shelf registration statement and either
     (1) the shelf registration statement has not become effective or been
         declared effective on or before the 90th calendar day following the
         date such obligation to file arises, or
     (2) the shelf registration statement has been declared effective and such
         shelf registration statement ceases to be effective, except as
         specifically permitted in the registration rights agreements, without
         being succeeded promptly by an additional registration statement filed
         and declared effective,
the interest rate borne by the original notes will be increased by 0.25% per
annum following such default, determined daily, from the date of such default
until the date it is cured, and by an additional 0.25% per annum for each
subsequent 90-day period. However, in no event will the interest rate borne by
the original notes be increased by an aggregate of more than 1.0% per annum.
     The sole remedy available to the holders of the original notes will be the
immediate increase in the interest rate on the original notes as described
above. Any amounts of additional interest due as described above will be payable
in cash on the same interest payments dates as the original notes.
     We will keep the exchange offer open for not less than 30 days, or longer
if required by applicable law, after the date on which notice of the exchange
offer is mailed to the holders of the old notes. The term "expiration date"
means the expiration date set forth on the cover page of this prospectus, unless
we extend the exchange offer, in which case the term "expiration date" means the
latest date to which the exchange offer is extended.
     In order to extend the expiration date, we will notify the exchange agent
of any extension by oral or written notice and will issue a public announcement
of the extension, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date.
     We reserve the right
          (a) to delay accepting any original notes, to extend the exchange
     offer or to terminate the exchange offer and not accept original notes not
     previously accepted if any of the conditions set forth under
     "-- Conditions" shall have occurred and shall