We expressly reserve the right to amend or terminate the exchange offer, and to reject for
exchange any private notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give prompt oral (promptly followed in writing) or written notice of any extension,
amendment, non-acceptance or termination to the holders of the private notes as promptly as practicable.
These conditions are for our
sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each
such right will be deemed an ongoing right that we may assert at any time or at various times.
In addition, we will not accept for
exchange any private notes tendered, and will not issue exchange notes in exchange for any such private notes, if at such time any stop order has been threatened or is in effect with respect to the exchange offer registration statement of which this
prospectus constitutes a part or the qualification of the indenture governing the exchange notes under the Trust Indenture Act of 1939.
In order to participate in the exchange offer, you must properly tender your private notes to the exchange agent as
described below. It is your responsibility to properly tender your private notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.
If you have any questions or need help in exchanging your private notes, please call the exchange agent, whose address and phone number are
set forth in Prospectus SummaryThe Exchange OfferExchange Agent.
All of the private notes were issued in
book-entry form, and all of the private notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the private notes may be tendered using the ATOP instituted by DTC. The exchange agent will
establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their private
notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an agents message to the exchange agent. The agents message will be deemed to state that DTC has received instructions from
the participant to tender such private notes and that the participant agrees to be bound by the terms of the letter of transmittal.
using the ATOP procedures to exchange private notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.
There is no procedure for guaranteed late delivery of the private notes.
Determinations Under the Exchange Offer
We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered private
notes and withdrawal of tendered private notes. Our determination will be final and binding. We reserve the absolute right to reject any private notes not properly tendered or any private notes our acceptance of which would, in the opinion of our
counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular private notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the
letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of private notes must be cured within such time as we shall determine. Although we intend to notify holders of
defects or irregularities