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- waive unsatisfied conditions relating to the Exchange Offer and accept all properly tendered Old Notes which have not been withdrawn. If this
waiver constitutes a material change to the Exchange Offer, we will disclose this change by means of a prospectus that will be distributed to the registered holders of the Old Notes. If the Exchange
Offer would otherwise expire, we will extend the Exchange Offer for 5-10 business days, depending on how significant the waiver is and the manner of disclosure to registered holders.
determination by us concerning the above events will be final and binding.
addition, we reserve the right in our sole discretion to purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date, and purchase Old Notes in
the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the Exchange Offer.
Procedures for Tendering
Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the Old Notes may tender Old
Notes in the Exchange Offer. To tender Old Notes in the Exchange Offer:
- you must instruct DTC and a DTC participant of your intention whether or not you wish to tender your Old Notes for New Notes; and
- DTC participants in turn need to follow the procedures for book-entry transfer as set forth below under
"Book-Entry Transfer" and in the letter of transmittal.
tendering, you will make the representations described below under "Representations on Tendering Old Notes." In addition,
each broker-dealer that receives New Notes for its account in the Exchange Offer, where the Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. See "Plan of Distribution." The tender by
a holder of Old Notes will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.
The transmission of an agent's message and all other required documents, as described under "Book-Entry Transfer," to the Exchange Agent is at the
election and risk of the tendering holder of Old Notes. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery to the Exchange Agent prior to the Expiration Date. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Exchange
will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Old Notes, and our
determination shall be final and binding on all parties. We reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes whose acceptance by us 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 any particular Old Notes either before or after the Expiration Date.
Our interpretation of the terms and conditions of
the Exchange Date, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, holders must cure any defects or irregularities in connection with
tenders of Old Notes within a period we determine. Although we intend to request the Exchange Agent to notify holders of defects or irregularities relating to tenders of Old Notes, neither we, the
Exchange Agent nor any other person will have any duty or incur any liability for failure to give this notification. We will not consider tenders of Old Notes to have been made until these defects or
irregularities have been cured or waived. The Exchange Agent will return any Old Notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived to the