Consequences of Failure to Exchange
If you do not exchange your private notes for exchange notes under the exchange offers, you will remain subject to the existing restrictions on
transfer of the private notes. In general, you may not offer or sell the private notes unless the offer or sale is either registered under the Securities Act or exempt from registration under the Securities Act and applicable state securities laws.
Except as required by the registration rights agreements, we do not intend to register resales of the private notes under the Securities Act.
We will record the
exchange notes in our accounting records at the same carrying value as the private notes. This carrying value is the aggregate principal amount of the private notes plus or minus any bond premium or discount, as reflected in our accounting records
on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offers.
Participation in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your
financial and tax advisors in making your own decision on what action to take.
We may in the future seek to acquire untendered private
notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any private notes that are not tendered in the exchange offers or to file a registration statement to
permit resales of any untendered private notes.