Table of Contents
- we will acquire good, marketable and unencumbered title to the Old Notes being tendered, free and clear of all security interests, liens,
restrictions, charges, encumbrances, or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the Old Notes are accepted by us; and
- you acknowledge and agree that if you are a broker-dealer registered under the Exchange Act or you are participating in the Exchange Offer for
the purpose of distributing the New Notes, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the New Notes, and
you cannot rely on the position of the SEC's staff in their no-action letters.
you are a broker-dealer and you will receive New Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading
activities, you will be required to acknowledge in the letter of transmittal that you will comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the
New Notes. The letter of transmittal states that, by complying with their obligations, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
See also "Plan of Distribution."
Withdrawal of Tenders
Your tender of Old Notes pursuant to the Exchange Offer is irrevocable except as otherwise provided in this section. You may withdraw tenders of
Old Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
a withdrawal to be effective for DTC participants, holders must comply with their respective standard operating procedures for electronic tenders and the Exchange Agent must receive
an electronic notice of withdrawal from DTC.
notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC. We will
determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, for such withdrawal notices, and our determination shall be final and binding on all
parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no New Notes will be issued with respect to them unless the Old Notes so
withdrawn are validly re-tendered. Any Old Notes which have been tendered but which are withdrawn or not accepted for exchange will be returned to the holder without cost to such holder promptly after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be re-tendered by following the procedures described above under
"Procedures For Tendering" at any time prior to the Expiration Date.
We have appointed Wells Fargo Bank, National Association as exchange agent in connection with the Exchange Offer (the "Exchange Agent"). In such
capacity, the Exchange Agent has no fiduciary duties to the holders of the New Notes and will be acting solely on the basis of our directions. Holders should direct questions, requests for assistance
and for additional copies of this prospectus or the letter of transmittal to the Exchange Agent addressed as follows:
Fargo Bank, N.A.
Corporate Trust Operations
600 South Fourth Street
Minneapolis, MN 55402