IMPORTANT INFORMATION

Each of the Consent Solicitation Statements contains important information which should be read before any decision is made with respect to the applicable Consent Solicitation.

Holders residing outside the United States who wish to deliver a Consent must satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection therewith.  If the applicable issuer becomes aware of any state or foreign jurisdiction where the making of the applicable Consent Solicitation is prohibited, such issuer will make a good faith effort to comply with the requirements of any such state or foreign jurisdiction.  If, after such effort, the applicable issuer cannot comply with the requirements of any such state or foreign jurisdiction, the applicable Consent Solicitation will not be made to (and Consents will not be accepted from or on behalf of) Holders in such state or foreign jurisdiction.

HOLDERS WHO WISH TO CONSENT MUST DELIVER THEIR CONSENT TO THE INFORMATION AND TABULATION AGENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THE APPLICABLE CONSENT SOLICITATION STATEMENT.  UNDER NO CIRCUMSTANCES SHOULD ANY HOLDER DELIVER ANY NOTES TO EITHER ISSUER, THE SOLICITATION AGENT, THE INFORMATION AND TABULATION AGENT, THE TRUSTEE OR ANY OTHER PARTY AT ANY TIME.

NONE OF THE ISSUERS, THE SOLICITATION AGENT, THE INFORMATION AND TABULATION AGENT OR THE TRUSTEE HAS AUTHORIZED ANYONE TO PROVIDE ANY INFORMATION OTHER THAN THAT CONTAINED OR INCORPORATED BY REFERENCE IN THE CONSENT SOLICITATION STATEMENTS.  NONE OF THE ISSUERS, THE SOLICITATION AGENT, THE INFORMATION AND TABULATION AGENT OR THE TRUSTEE TAKES RESPONSIBILITY FOR, OR CAN PROVIDE ANY ASSURANCE AS TO THE RELIABILITY OF, ANY INFORMATION THAT OTHERS MAY GIVE YOU.  THE DELIVERY OF EITHER CONSENT SOLICITATION STATEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

NONE OF THE ISSUERS, THE SOLICITATION AGENT, THE INFORMATION AND TABULATION AGENT OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD DELIVER CONSENTS IN RESPONSE TO THE CONSENT SOLICITATIONS.

THE CONSENT SOLICITATION STATEMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED OR OTHERWISE REFERRED TO IN THE CONSENT SOLICITATION STATEMENTS.

NEITHER THE CONSENT SOLICITATION STATEMENTS NOR ANY RELATED DOCUMENT HAS BEEN APPROVED, DISAPPROVED OR REVIEWED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE TRANSACTION CONTEMPLATED HEREBY OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THE SOLICITATION DOCUMENTS.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

Only a Holder may deliver a Consent and, unless validly revoked by the Holder in the manner described in the applicable Consent Solicitation Statement, such Consent will be binding on all beneficial owners and subsequent transferees of Notes with respect to which such Consent was given.

Any beneficial owner of Notes that desires to deliver a Consent with respect to such Notes but is not a Holder of such Notes (including any beneficial owner holding through a broker, dealer, commercial bank, trust company or other nominee) must arrange with the person or nominee who is the Holder of such Notes to properly deliver a Consent on behalf of such beneficial owner prior to the Expiration Date.  The deadlines set by any such person or nominee as well as the relevant Clearing System for the submission of Consents may be earlier than the deadlines set forth in the applicable Consent Solicitation Statement.