Common use of Plan of Distribution Clause in Contracts

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 201 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to timetime pursuant to underwritten public offerings, negotiated transactions or block trades or through underwriters or dealers, through agents and/or directly to one or more purchasers, or a combination of these methods. The securities may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including the offering price of the securities and the proceeds to us, to the extent appropriate. Offers to purchase the securities being offered by this prospectus may be made directly solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement, to the extent appropriate. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such New Securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resells New Securities that were received compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by it for its own account pursuant underwriters to participating dealers will be provided in the applicable prospectus supplement, to the Registered Exchange Offer extent appropriate. Underwriters, dealers and any broker or dealer that participates agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Any common stock will be listed on the New York Stock Exchange, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement so indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-K Items 507 and/or 508effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The material terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Issuer has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Issuer will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 during the Exchange Offer Registration Period, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account We have entered into a sale agreement with Jefferies, under which we may offer and sell, pursuant to this prospectus supplement and the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale accompanying prospectuses, up to $150,000,000 of such New Securities. This Prospectus, as it may be amended or supplemented our shares of common stock from time to timetime through Jefferies acting as agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying prospectuses will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. Each time we wish to issue and sell our shares of common stock under the sale agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be used made. Once we have so instructed Jefferies, unless Jefferies declines to accept the terms of such notice, Jefferies has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of Jefferies under the sale agreement to sell our shares of common stock are subject to a number of conditions that we must meet. The settlement of sales of shares between us and Jefferies is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated in this prospectus supplement and the accompanying prospectuses will be settled through the facilities of The Depository Trust Company or by a broker-dealer in connection with resales of New Securities such other means as we and Jefferies may agree upon. There is no arrangement for funds to be received in exchange for Securities where such Securities were acquired an escrow, trust or similar arrangement. We will pay Jefferies a commission equal to 3% of the aggregate gross proceeds we receive from each sale of our shares of common stock. Because there is no minimum offering amount required as a result of market-making activities or other trading activities. The Issuers condition to close this offering, the actual total public offering amount, commissions and the Guarantors have agreed thatproceeds to us, for a period of 180 days after the consummation of the Registered Exchange Offerif any, they will make are not determinable at this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaletime. In addition, until we have agreed to reimburse Jefferies for the fees and disbursements of its counsel, 20 payable upon execution of the sale agreement, all dealers effecting transactions in an amount not to exceed $50,000, in addition to certain ongoing disbursements of its legal counsel. In accordance with Rule 5110 of the New Securities may Financial Industry Regulatory Authority, Inc., these reimbursed fees and expenses are deemed sales compensation in connection with this offering. We estimate that the total expenses for the offering, excluding any commissions or expense reimbursement payable to Jefferies under the terms of the sale agreement, will be required to deliver a Prospectusapproximately $150,000. The Issuers remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares. Jefferies will provide written confirmation to us before the open on The Nasdaq Global Market on the day following each day on which our shares of common stock are sold under the sale agreement. Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the Guarantors will not receive any proceeds from any to us. In connection with the sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter marketour shares of common stock on our behalf, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may Jefferies will be deemed to be an “underwriter” within the meaning of the Act Securities Act, and any profit the compensation of any such resale of New Securities and any commissions or concessions received by any such persons may Jefferies will be deemed to be underwriting compensation under the Actcommissions or discounts. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) Jefferies against certain civil liabilities, including liabilities under the Securities Act. [If applicableWe have also agreed to contribute to payments Jefferies may be required to make in respect of such liabilities. The offering of our shares of common stock pursuant to the sale agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the sale agreement and (ii) the termination of the sale agreement as permitted therein. We and Jefferies may each terminate the sale agreement at any time upon five days’ prior notice. This summary of the material provisions of the sale agreement does not purport to be a complete statement of its terms and conditions. A copy of the sale agreement is filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, add information required 2020, filed under the Exchange Act and incorporated by Regulation S-K Items 507 and/or 508reference in this prospectus supplement and the accompanying prospectuses. Jefferies and its affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Jefferies may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Jefferies may at any time hold long or short positions in such securities. A prospectus supplement and the accompanying prospectuses in electronic format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus supplement and the accompanying prospectuses electronically.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale. In addition, until _______________, 20 ____, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that is entitled to use such documents and that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable--------------------- 1 In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the back cover of the Registered Exchange Offer prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Act Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities to cover any over-allotments in connection with the distribution. The securities we offer under this prospectus may or may not be listed through the NYSE or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may issue to our existing security holders, through a dividend or similar distribution, subscription rights to purchase our securities, which may or may not be transferable. In any distribution of subscription rights to our existing security holders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. The applicable prospectus supplement will describe the specific terms of any offering of our securities through the issuance of subscription rights, including, if applicable, the material terms of any standby underwriting or purchase arrangement. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • any over-K Items 507 and/or 508allotment or other options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. The following summary sets forth certain material terms and provisions of our capital stock. This description also summarizes relevant provisions of the General Corporation Law of Delaware (the “DGCL”). The following description is a summary and does not purport to be a complete description of the rights and preferences of our capital stock. It is subject to, and qualified in its entirety by reference to, the applicable provisions of the DGCL and our restated certificate of incorporation (our “Certificate of Incorporation”) and our restated bylaws (our “Bylaws”), each of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the DGCL for additional information. The total amount of our authorized share capital consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of November 7, 2022, we had 186,418,770 shares of common stock outstanding held of record by 201 holders and no shares of preferred stock outstanding.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesNotes. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Notes received in exchange for Securities Original Notes where such Securities Original Notes were acquired as a result of market-making activities or other trading activities. The Issuers Each of Financing and the Guarantors have Parent has agreed that, for a period starting on the Expiration Date and ending on the close of business on the day that is 180 days after following the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and the Guarantors prospectus.* Neither Financing nor Parent will not receive any proceeds from any sale of New Securities Notes by brokersbroker-dealers. New Securities Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New SecuritiesNotes. Any broker-dealer that resells New Securities Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Financing and Parent will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Financing and the Guarantors Parent have agreed to pay all expenses incident to the Registered Exchange Offer (including other than the expenses of one counsel for the holder Holders of the SecuritiesOriginal Notes) other than commissions or concessions of any brokers or * In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. dealers and will indemnify the holders Holders of the Securities Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to in the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such these New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed thatto, for a period starting on the Expiration Date and ending on the close of 180 business 90 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resalethese resales. In addition, until , 20 200 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to in the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale of these resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerthese Broker-dealer Dealers and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to in the Registered Exchange Offer and any broker or dealer that participates in a distribution of such these New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of these resales of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SRider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a the 180-day period of 180 days after following the consummation of the Registered Exchange Offer, they or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Initial Purchaser have been sold pursuant hereto, it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a the 180-day period of 180 days after following the consummation of the Registered Exchange Offer, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or the Issuers Initial Purchaser have been sold pursuant hereto, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SRider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200___[90 days] after commencement of the offering, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ________________, 20 200_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------- Address: -------------------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 199 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. */ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of ------------------------ */ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. 2 For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------- Address: ---------------------------------------------- ----------------------------------------------

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers Company and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SCHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Notes where such Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 at least 120 days after the consummation of the Registered Exchange Offer, they will Offer to make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 199 , all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 at least 120 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel any Special Counsel for the holder holders of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities Notes participating in the Exchange Offer (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]ANNEX D

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account accounts pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons Person may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers broker or dealers dealer and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and each of the Guarantors have guarantors has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20___, all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers company and each of the Guarantors guarantors will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation expiration date, each of the Registered Exchange Offer, company and the Issuers guarantors will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Each of the company and the Guarantors have guarantors has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 business 90 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Notes by brokersbroker-dealers. New Securities Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesNotes. Any brokerBroker-dealer Dealer that resells New Securities Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENT OR SUPPLEMENTS THERETO. Name: ----------------------------------- Address: ----------------------------------- -----------------------------------

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 199__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer Broker- Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.]] ANNEX D Rider A -------

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The Depositary Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the “Company”) 7.000% Senior Notes due 2017 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If applicableyou require more copies of the enclosed materials or have any questions pertaining to this matter, add information required please contact American Tower Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.000% Senior Notes due 2017 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by Regulation S-K Items 507 and/or 508it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation SANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-K Items 507 and/or 508.]DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ---------------------------- Address: ---------------------------- ----------------------------

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ___, 20 200___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus or make one available. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-S K Items 507 and/or 508.]] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ______, 20 2013, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. ANNEX B-1 [If applicableForm of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇] Annex B-1 (▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LETTERHEAD) April 15, add information required by Regulation S-K Items 507 and/or 508.]2003

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation of 180th day following the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20 199__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. */ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. --------------- * In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D RIDER A - CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------ Address: ------------------------------------------------ ------------------------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ___, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until until_______, 20 199_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities to cover any over-allotments in connection with the distribution. The securities we offer under this prospectus may or may not be listed through The Nasdaq Global Market or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • any over-allotment or other options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by Regulation S-K Items 507 and/or 508us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Issuer has agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Issuer will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 date that is 180 days from the Issue Date, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokers-dealers. New Securities Exchange Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any brokerBroker-dealer Dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and it has not made arrangements or understandings with any Person to participate in a distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that will receive Exchange Notes for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. STAPLES, INC. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT—IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depositary Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Staples, Inc. (the "Company") 7.375% Senior Notes due October 1, 2012 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Staples, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. STAPLES, INC. (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Registration Rights Agreement (the "Registration Rights Agreement") among Staples, Inc. (the "Company"), Staples the Office Superstore, Inc., Staples the Office Superstore East, Inc., Staples Contract and Commercial, Inc., Hackensack Funding, LLC and Rochester Capital, LLC (the "Subsidiary Guarantors") and the Initial Purchasers named therein. Pursuant to the Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 7.375% Senior Notes due October 1, 2012, (the "Securities"). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by Regulation S-K Items 507 and/or 508so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the Registered Exchange Offer securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may be sold distribute securities from time to time in one or more transactions transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and an underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in negotiated the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters' short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, through the writing of options on the New Securities or a combination of such methods of resaleonce commenced, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers discontinued without notice. Certain of the underwriters or to agents and their associates may engage in transactions with and perform services for us or through brokers or dealers who may receive compensation our affiliates in the form ordinary course of commissions their respective businesses. In no event will the commission or concessions from discount received by any such Financial Industry Regulatory Authority ("FINRA") member or independent broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates participating in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning securities exceed eight percent of the Act and any profit aggregate principal amount of any such resale the offering of New Securities and any commissions securities in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a independent broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508participates.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The Depositary Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the “Company”) 7.25% Senior Notes due 2019 issued on June 10, 2009 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If applicableyou require more copies of the enclosed materials or have any questions pertaining to this matter, add information required please contact American Tower Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: General Counsel. Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.25% Senior Notes due 2019 issued on June 10, 2009 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by Regulation S-K Items 507 and/or 508it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersBrokers-dealersDealers. New Exchange Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Exchange Securities. Any brokerBroker-dealer Dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of any such resale of New Exchange Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the a Registered Exchange Offer (including or Shelf Registration, however in the latter case, it will pay the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and Notes only if the Shelf Registration is not underwritten. The Company will indemnify the holders Holders of the Securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. ANNEX B Each broker-dealer that receives New Exchange Securities for its own account in exchange for Securities, where such Securities 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 such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto), they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [ ] 200[ ], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto) the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If applicablethe undersigned is not a broker-dealer, add information required the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by Regulation Sso acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. EXHIBIT A ADVANCE STORES COMPANY, INCORPORATED $200,000,000 10-K Items 507 and/or 508.]1/4% Senior Subordinated Notes due 2008 [Form Of] JOINDER TO THE REGISTRATION RIGHTS AGREEMENT -------------------------------------------- ___, 2001

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant All shelf information permitted under applicable securities laws to the Registered Exchange Offer must acknowledge that it be omitted from this Prospectus will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time contained in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may Prospectus Supplements that will be made directly delivered to purchasers or together with this Prospectus. Applicable securities legislation requires the delivery to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of a Prospectus Supplement containing the omitted information within a specified period of time after agreeing to purchase any of these Securities, except in cases where an exemption from such New Securitiesdelivery requirement is available. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may Each Prospectus Supplement will be deemed to be an “underwriter” within the meaning incorporated by reference into this Prospectus as of the Act date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers, or agents involved in the Offering and sale of the Securities and will set forth the terms of the Offering of the Securities, the method of distribution of the Securities including, to the extent applicable, the proceeds we will receive and any profit of fees, discounts or any such resale of New Securities other compensation payable to underwriters, dealers or agents and any commissions or concessions received by any such persons may be deemed to be underwriting compensation other material terms of the plan of distribution. The Common Shares are listed for trading on the Nasdaq Capital Market ("NASDAQ") under the Acttrading symbol "IPA". The Letter On July 7, 2023, being the last trading day prior to the date hereof, the closing price of Transmittal states that by acknowledging that it will deliver the Common Shares on the NASDAQ was $2.99. Unless otherwise specified in an applicable Prospectus Supplement, the Debt Securities, Subscription Receipts, Units and by delivering a Prospectus, a broker-dealer Warrants will not be deemed listed on any securities or stock exchange or on any automated dealer quotation system. There is currently no market through which these Securities, other than the Common Shares, may be sold and purchasers may not be able to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of resell such Securities purchased under this Prospectus and any amendments applicable Prospectus Supplement. This may affect the pricing of any Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See "Risk Factors". The Company's head office is located at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and its registered and records office is located at ▇▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 5 DOCUMENTS INCORPORATED BY REFERENCE 7 RISK FACTORS 7 CAPITALIZATION AND INDEBTEDNESS 9 USE OF PROCEEDS 9 PLAN OF DISTRIBUTION 9 DESCRIPTION OF PREFERRED SHARES 10 DESCRIPTION OF UNITS 13 DESCRIPTION OF SUBSCRIPTION RECEIPTS 13 DESCRIPTION OF DEBT SECURITIES 16 CONTRACTUAL RIGHTS OF RESCISSION 18 EXPENSES OF ISSUANCE AND DISTRIBUTION 18 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 18 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 19 WHERE YOU CAN GET MORE INFORMATION 27 DOCUMENTS ON DISPLAY 28 EXPERTS 28 LEGAL MATTERS 28 INFORMATION NOT REQUIRED IN PROSPECTUS 28 POWER OF ATTORNEY 33 AUTHORIZED REPRESENTATIVE 34 Prospective investors should rely only on the information contained or supplements incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide anyone with any different or additional information. If anyone provides any different or additional information, prospective investors should not rely on it. The Company is not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this Prospectus to in any broker-dealer jurisdiction where the offer or sale is not permitted. Prospective investors should assume that requests such the information contained in this Prospectus or any applicable Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as of the Letter date of Transmittalthat document, regardless of the time of delivery of this Prospectus or any applicable Prospectus Supplement or of any sale of Securities pursuant thereto. The Issuers Company's business, financial condition, results of operations and the Guarantors prospects may have agreed to pay all expenses incident changed since those dates. Statistical information and other data relating to the Registered Exchange Offer (including pharmaceutical and biotechnology industry included in this Prospectus and any applicable Prospectus Supplement are derived from industry reports published by industry analysts, industry associations and/or independent consulting and data compilation organizations. Market data and industry forecasts used throughout this Prospectus and any applicable Prospectus Supplement were obtained from various publicly available sources. Although the expenses Company believes that these independent sources are generally reliable, the accuracy and completeness of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers such information is not guaranteed and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508has not been independently verified.]

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities offered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them or may sell the securities offered by this prospectus to investors directly or through agents. Any underwriter or agent involved in the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers offer and the Guarantors have agreed that, for a period of 180 days after the consummation sale of the Registered Exchange Offer, they securities offered by this prospectus will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions be named in the New Securities may be required applicable prospectus supplement. We have reserved the right to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for sell or exchange securities directly to investors on our or their own account pursuant behalf in those jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such resale Underwriters may offer and sell the securities offered by this prospectus at a fixed price or prices, which may be made directly changed, at prices related to the prevailing market prices at the time of sale or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities offered by this prospectus upon the terms and conditions as are set forth in the applicable prospectus supplement. In connection with the sale of securities offered by this prospectus, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers or of securities offered by this prospectus for whom they may act as agent. Underwriters may sell the securities offered by this prospectus to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers for whom they may act as agent. If so indicated in the applicable prospectus supplement, the underwriters may reimburse us for some or all of any such New Securitiesour expenses in an offering. Any broker-dealer that resells New Securities that were received underwriting compensation paid by it for its own account pursuant us to underwriters or agents in connection with the Registered Exchange Offer offering of the securities offered by this prospectus, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers, will be set forth in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such New Securities the securities offered by this prospectus may be deemed to be an “underwriter” within the meaning of the Act underwriters, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received the securities offered by any such persons this prospectus may be deemed to be underwriting compensation discounts and commissions, under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusUnderwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents may be entitled, under agreements entered into with us, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. [If applicableso indicated in the applicable prospectus supplement, add information required we will authorize dealers acting as our agents to solicit offers by Regulation S-K Items 507 and/or 508.]certain institutions to purchase the securities offered by this prospectus from us at the public offering price set forth in that prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in that prospectus supplement. Each delayed delivery contract will be for an amount not less than, and the aggregate principal amount of the securities offered by this prospectus sold pursuant to delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions but will in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except:

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 20 1999, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ________, 20 199_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]of

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. prospectus.1 The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account accounts pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons Person may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days after During the consummation of the Registered Exchange OfferOffer Registration Period, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers broker or dealers dealer and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable_____________________ 1 In addition, add information the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508will appear on the back cover page of the Exchange Offer Prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange Offer, Expiration Date the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable-------- 1 In addition, add information the legend required by Regulation Item 502(e) of Regulations S-K Items 507 and/or 508will appear on the back cover page of the Exchange Offer prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of business 180 days after the consummation of the Registered Exchange OfferExpiration Date (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBroker-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: ∎ at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; ∎ at market prices prevailing at the time of resale, sale; ∎ at prices related to such prevailing market prices prices; or ∎ at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (“FINRA”), the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation under the Act. The Letter of Transmittal states that to be received by acknowledging that it will deliver and by delivering a Prospectus, a any FINRA member or independent broker-dealer will not shall be deemed fair and reasonable. We may enter into agreements to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offerindemnify underwriters, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities in connection with the distribution. The securities we offer under this prospectus may or may not be listed through The Nasdaq Global Market or any other securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: ∎ the terms of the offer; ∎ the names of any underwriters, including any managing underwriters, as well as any dealers or agents; ∎ the purchase price of the securities from us; ∎ the net proceeds to us from the sale of the securities; ∎ any delayed delivery arrangements; ∎ any options under which underwriters, if any, may purchase additional securities from us; ∎ any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; ∎ in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; ∎ any public offering price; and ∎ other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by Regulation S-K Items 507 and/or 508us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.]

Plan of Distribution. Each broker-dealer that receives New We may sell Securities to one or more underwriters or dealers for its own account pursuant public offering and sale by them, or we may sell the Securities to investors directly or through agents. The applicable prospectus supplement will set forth the Registered Exchange Offer must acknowledge that it terms of the offering and the method of distribution and will deliver a Prospectus identify any firms acting as underwriters, dealers or agents in connection with the offering, including: • the name or names of any resale underwriters; • the purchase price of the Securities; • any underwriting discounts and other items constituting underwriters’ compensation; • any initial public offering price and the net proceeds we will receive from such New Securities. This Prospectus, as it sale; • any discounts or concessions allowed or reallowed or paid to dealers; and • any Securities exchange or market on which the Securities offered in the prospectus supplement may be amended or supplemented from time to time, listed. We may be used by a broker-dealer in connection with resales of New distribute our Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions at a fixed price or prices, which may be changed, or at prices determined as the prospectus supplement specifies, including in “at-the- market” offerings. We may sell Securities through a rights offering, forward contracts, or similar arrangements. We may authorize underwriters, dealers, or agents to solicit offers by certain purchasers to purchase the Securities from us at the public offering price set forth in the over-the-counter marketprospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the applicable prospectus supplement, in negotiated transactions, through and the writing prospectus supplement will set forth any commissions we pay for solicitation of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated pricesthese contracts. Any such resale underwriting discounts or other compensation which we pay to underwriters or agents in connection with the offering of our Securities, and any discounts, concessions or commissions which underwriters allow to dealers, will be set forth in the prospectus supplement. Underwriters may be made directly to purchasers or sell our Securities to or through brokers or dealers, and such dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer and/or the underwriters and commissions from the purchasers of any such New Securitiesfor whom they may act as agents. Any broker-dealer Underwriters, dealers and agents that resells New Securities that were received by it for its own account pursuant to participate in the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New our Securities may be deemed to be an “underwriter” within underwriters under the meaning of the Securities Act and any discounts or commissions they receive from us and any profit of any such on the resale of New our Securities and any commissions or concessions received by any such persons they realize may be deemed to be underwriting compensation discounts and commissions under the Securities Act. The Letter of Transmittal states that by acknowledging that it Any such underwriter or agent will deliver be identified, and by delivering a Prospectusany such compensation received from us, a broker-dealer will not be deemed described in the applicable supplement to admit that it is an “underwriter” within this prospectus. Unless otherwise set forth in the meaning supplement to this prospectus relating thereto, the obligations of the Actunderwriters or agents to purchase our Securities will be subject to conditions precedent and the underwriters will be obligated to purchase all our offered Securities if any are purchased. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus The public offering price and any amendments discounts or supplements concessions allowed or reallowed or paid to dealers may be changed from time to time. Any common shares sold pursuant to this Prospectus prospectus and applicable prospectus supplement, will be approved for trading, upon notice of issuance, on the NYSE American or such other stock exchange on which our Securities are listed. Agents and underwriters may be entitled to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) indemnification by us against certain civil liabilities, including liabilities under the ActSecurities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. [An underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Securities laws. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the Securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the Securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the Securities to be higher than it would otherwise be. The underwriters may engage in these activities on any exchange or other market in which the Securities may be traded. If applicablecommenced, add information required by Regulation S-K Items 507 and/or 508the underwriters may discontinue these activities at any time. Certain of the underwriters and their affiliates may be customers of, engage in transactions with, and perform services for, us and our subsidiaries, if any, in the ordinary course of business at any time. We may sell the Securities covered in this prospectus in any of these ways (or in any combination).]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-market- making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 __________, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-the- counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508. S-K 502(b) legend must appear on the back cover.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicableIF APPLICABLE, add information required by Regulation ADD INFORMATION REQUIRED BY REGULATION S-K Items ITEMS 507 and/or AND/OR 508.]] 21 ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------------- Address: -------------------------------------------------- -------------------------------------------------- --------------------------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant We may sell the shares of our Class A common stock included in this prospectus to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in through one or more transactions in the over-the-counter marketunderwriters, in negotiated transactionsdealers or agents or directly to purchasers, through the writing of options on the New Securities or a combination of such methods of resaleat fixed prices, which may be changed, at market prices prevailing at the time of resalesale, at prices related to such the prevailing market prices prices, or at privately negotiated prices. Any We may offer and sell some or all of the shares of our Class A common stock included in this prospectus by or through a broker-dealer in one or more, or a combination, of the following methods: • purchases by the broker-dealer as principal, and resale by the broker-dealer for its account; • a block trade in which the broker-dealer may attempt to sell the shares as agent, but may resell all or a portion of the block as principal in order to facilitate the transaction; or • transactions in which the broker-dealer as agent solicits purchasers and ordinary brokerage transactions by the broker-dealer as agent. If required, a prospectus supplement related to any such offering by us will set forth the terms of such offering. We may directly make offers to sell the shares of our Class A common stock included in this prospectus to, or solicit offers to purchase the shares of Class A common stock from, purchasers from time to time. If required, a prospectus supplement related to any such offering by us will set forth the terms of such offering. We may sell the shares of our Class A common stock included in this prospectus from time to time to one or more underwriters, which would purchase the shares as principal for resale to purchasers, on a firm-commitment or other basis, or act as our agents. If we sell shares of Class A common stock to underwriters, we may execute an underwriting agreement with them at the time of sale and will name them in the prospectus supplement related to any such offering. In connection with those sales, underwriters may be made directly deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers or of shares of Class A common stock for which they may act as agents. Underwriters may resell the shares of Class A common stock to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from the underwriters and/or commissions from purchasers for which they may act as agents. The prospectus supplement related to any such broker-dealer and/or offering will include any required information about underwriting compensation we pay to underwriters, and any discounts, concessions or commissions underwriters allow to participating dealers, in connection with such offering. From time to time, we may sell the purchasers shares of our Class A common stock included in this prospectus to one or more dealers acting as principals. If required, the prospectus supplement related to any such New Securities. Any broker-dealer that resells New Securities that were received offering by it for its own account pursuant us will name such dealers, and will include information about any compensation paid to the Registered Exchange Offer and any broker or dealer that participates dealers, in a distribution of such New Securities offering. The dealers, which may be deemed to be an “underwriterunderwriters” within as that term is defined in the meaning Securities Act, may then resell the shares to purchasers. We may also designate broker-dealers as agents from time to time to solicit offers from purchasers to purchase the shares of our Class A common stock included in this prospectus, or to sell such shares of Class A common stock in brokerage transactions, on our behalf. If required, the Act and any profit of prospectus supplement related to any such resale of New Securities offering by us will name such agents, and will include information about any commissions or concessions received by any paid to the agents, in such persons offering. Agents may be deemed to be underwriting compensation under “underwriters,” as that term is defined in the Securities Act, in such offering. In connection with a firm commitment offering, the underwriters may purchase and sell the shares of our Class A common stock included in this prospectus in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Class A common stock while an offering is in progress. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering underwriters also may impose a Prospectus, penalty bid. This occurs when a broker-dealer will not be deemed particular underwriter repays to admit that it is an “underwriter” within the meaning underwriters a portion of the Actunderwriting discount received by it because the underwriters have repurchased shares of Class A common stock sold by or for the account of that underwriter in stabilizing or short-covering transactions. For a period of 180 days after These activities by the consummation underwriters may stabilize, maintain or otherwise affect the market price of the Registered Exchange OfferClass A common stock. As a result, the Issuers will promptly send additional copies price of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer the Class A common stock may be higher than the price that requests such documents otherwise might exist in the Letter of Transmittalopen market. The Issuers and If these activities are commenced, they may be discontinued by the Guarantors have agreed to pay all expenses incident to underwriters at any time. These transactions may be effected on or through the Registered Exchange Offer (including Nasdaq Global Select Market, the expenses of one counsel existing trading market for the holder of Class A common stock, or in the Securities) other than commissions over-the-counter market or concessions of any brokers otherwise. We or dealers and will indemnify the holders of the Securities (including any our underwriters, broker-dealers) , or agents may make sales of the shares of our Class A common stock included in this prospectus that are deemed to be at-the-market equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Select Market, the principal trading market for our Class A common stock, or in the over-the-counter market. Any underwriters, broker-dealers, or agents offering the shares of our Class A common stock included in this prospectus will not confirm sales to any accounts over which they or their affiliates exercise discretionary authority without the prior approval of the customer. Underwriters, broker-dealers, agents and other persons may be entitled, under agreements that they may enter into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act, in connection with an offering of the shares of Class A common stock included in this prospectus. [If applicableThe underwriters, add broker-dealers, agents, and their associates may be affiliates or customers of or lenders to, and may engage in transactions with and perform services for, us and our affiliates in the ordinary course of business. In this regard, CF&Co, our broker-dealer affiliate, is a member of the Financial Industry Regulatory Authority, Inc., which we refer to as “FINRA,” and may participate in offerings of the shares of our Class A common stock included in this prospectus. Accordingly, offerings of the shares of Class A common stock included in this prospectus in which CF&Co participates will conform to the requirements set forth in Rule 2720 of the Conduct Rules of FINRA. CF&Co and its affiliates, including Cantor, have provided investment banking services to us and our affiliates in the past and/or may do so in the future. They receive customary fees and commissions for these services. In addition, they may also receive brokerage services and market data and analytics products from us and our affiliates. For further information required by Regulation Sabout our relationship with ▇▇▇▇▇▇ and its affiliates, including CF&Co, see our latest Annual Report on Form 10-K Items 507 and/or 508filed with the SEC, and any updates thereto contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, all of which are incorporated by reference herein. As a result of requirements of FINRA, the maximum discount, concession or commission to be received by any FINRA member or independent broker- dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any of the shares of our Class A common stock included in this prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 _____________,1999, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Act and any profit of from any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the SecuritiesInitial Notes) other than dealers' and brokers' discounts, commissions or concessions of any brokers or dealers and counsel fees and will indemnify the holders of the Securities Initial Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 20 200__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ---------------------------------- Address: ------------------------------- -------------------------------

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Offered Securities where such Offered Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented securities from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Registered Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: • at a fixed price, or prices, which may be changed from time to time; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, as set forth in negotiated the applicable prospectus supplement. No assurance can be given as to the liquidity of the trading market for any of our securities. Any underwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that those transactions, through the writing of options on the New Securities or a combination of such methods of resaleonce commenced, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers discontinued without notice. Certain of the underwriters or to agents and their associates may engage in transactions with and perform services for us or through brokers or dealers who may receive compensation our affiliates in the form ordinary course of commissions their respective businesses. In no event will the commission or concessions from discount received by any such Financial Industry Regulatory Authority (“FINRA”), member or independent broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates participating in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning securities exceed 8% of the Act and any profit aggregate principal amount of any such resale the offering of New Securities and any commissions securities in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a independent broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508participates.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge and agree that it will deliver a Prospectus prospectus (the "Prospectus") in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities New Notes where such Securities New Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until [ , 20 , ,] all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities Exchange Notes by brokersBroker-dealersDealers. New Securities Exchange Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any brokerBroker-dealer Dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it We may be amended or supplemented offer securities under this prospectus from time to timetime pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: ● at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; ● at market prices prevailing at the time of resale, sale; ● at prices related to such prevailing market prices prices; or ● at negotiated prices. Any Each time that securities covered by this prospectus are offered, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including the offering price of the securities and the proceeds to us. Offers to purchase the securities being offered by this prospectus may be made directly solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such New Securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resells New Securities that were received by it for its own account pursuant compensation paid to underwriters, dealers or agents in connection with the Registered Exchange Offer offering of the securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers will be provided in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Act Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting compensation under the Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a ProspectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. If indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [The terms of such “at the market offerings” will be set forth in the applicable prospectus supplement. We may engage an agent to act as a sales agent in such “at the market offerings” on a best efforts basis using commercially reasonable efforts consistent with normal trading and sales practices, on mutually agreed terms between such agent and us. We will name any agent involved in such “at the market offerings” of securities and will list commissions payable by us to these agents in the applicable prospectus supplement. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement so indicates, add information required in connection with those derivatives, the third parties may sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-K Items 507 and/or 508effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the any Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the any Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors Guarantor have agreed that, for a period of 180 90 days after the consummation of the Registered Exchange Offer, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and prospectus.1 Neither the Guarantors Issuer nor the Guarantor will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of Expiration Date the Registered Exchange Offer, Issuer and the Issuers Guarantor will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicableIn addition, add information the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508will appear on the back cover page of the Registered Exchange Offer prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge and agree that it will deliver a Prospectus prospectus (the "Prospectus") in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities New Notes where such Securities New Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until [__________, 20 , ____,] all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersBroker-dealersDealers. New Securities Exchange Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesExchange Notes. Any brokerBroker-dealer Dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will Company shall promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the SecuritiesNew Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities New Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Items 507 and 508 of Regulation S-K Items 507 and/or 508.]K.] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------ Address: ------------------------------ ------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities We may sell the securities covered by this prospectus to one or more underwriters for its own account pursuant public offering and sale by them, and may also sell the securities to the Registered Exchange Offer must acknowledge that it investors directly or through agents. We will deliver a Prospectus in connection with name any resale of such New Securities. This Prospectus, as it may be amended underwriter or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions agent involved in the New Securities may be required to deliver a Prospectus. The Issuers offer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealerssecurities in the applicable prospectus supplement. New Securities received by broker-dealers for their We have reserved the right to sell or exchange securities directly to investors on our own account pursuant behalf in jurisdictions where we are authorized to do so. We may distribute the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any such We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer. If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may be made directly to purchasers act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions, or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agent. We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker discounts, concessions, or dealer that participates commissions allowed by underwriters to participating dealers. Underwriters, dealers, and agents participating in a the distribution of such New Securities the securities may be deemed to be an “underwriter” underwriters within the meaning of the Act Securities Act, and any discounts and commissions received by them and any profit of any such realized by them on resale of New Securities and any commissions or concessions received by any such persons the securities may be deemed to be underwriting discounts and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation under the Act. The Letter of Transmittal states that to be received by acknowledging that it will deliver and by delivering a Prospectus, a any FINRA member or independent broker-dealer will not shall be deemed fair and reasonable. We may enter into agreements to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offerindemnify underwriters, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus an option to purchase additional securities in connection with the distribution. The securities we offer under this prospectus may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. [In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus supplement will disclose: • the terms of the offer; • the names of any underwriters, including any managing underwriters, as well as any dealers or agents; • the purchase price of the securities from us; • the net proceeds to us from the sale of the securities; • any delayed delivery arrangements; • the nature of the underwriters’ obligations to take the securities; • any options under which underwriters, if any, may purchase additional securities from us; • any underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid to agents; • in a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including their name or names and compensation; • any securities exchanges or markets on which such securities may be listed; • any public offering price; and • other facts material to the transaction. We will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise or the securities are sold by Regulation S-K Items 507 and/or 508us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for your securities may be more than one scheduled business day after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the first business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than one scheduled business day after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.]

Plan of Distribution. Each broker-dealer that receives New Securities new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesnew securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities new securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have company has agreed that, for a period starting on the expiration date and ending on the close of 180 days business one year after the consummation of the Registered Exchange Offerexpiration date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities new securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities new securities by brokers-dealers. New Securities securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesnew securities. Any broker-dealer that resells New Securities resales new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Reference is hereby made to the Registration Rights Agreement, dated as of April 17, 2014 (the “Registration Rights Agreement”), by and among Caesars Growth Properties Holdings, LLC, a Delaware limited liability company (the “Company”), Caesars Growth Properties Finance, Inc., a Delaware corporation (“Finance” and, together with the Company, the “Issuers”), Citigroup Global Markets Inc., as representative of the Initial Purchasers, concerning the registration rights relating to the Issuers’ $675,000,000 aggregate principal amount of their 9.375% Second-Priority Senior Secured Notes due 2022 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the respective meanings given to them in the Registration Rights Agreement.

Plan of Distribution. Each broker-dealer that receives New Securities for its own account We may sell the securities being offered pursuant to this prospectus through underwriters or dealers, through agents, or directly to one or more purchasers or through a combination of these methods. The applicable prospectus supplement will describe the Registered Exchange Offer must acknowledge that it terms of the offering of the securities, including: • the name or names of any underwriters, if any, and if required, any dealers or agents; • the purchase price of the securities and the proceeds we will deliver a Prospectus in connection with receive from the sale; • any resale of such New Securities. This Prospectus, as it underwriting discounts and other items constituting underwriters’ compensation; • any discounts or concessions allowed or reallowed or paid to dealers; and • any securities exchange or market on which the securities may be amended or supplemented from time to time, listed. We may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and distribute the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold securities from time to time in one or more transactions in the over-the-counter marketat: • a fixed price or prices, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at which may be changed; • market prices prevailing at the time of resale, at sale; • prices related to such prevailing market prices prices; or • negotiated prices. Any Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement. If underwriters are used in an offering, we will execute an underwriting agreement with such resale underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. The securities may be made offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased. We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities. If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement. We may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment. We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement. In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions from the underwriters or concessions commissions from any such broker-dealer and/or the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer securities, and any broker institutional investors or dealer others that participates in a distribution of such New Securities purchase securities directly and then resell the securities, may be deemed to be an “underwriter” within the meaning of the Act underwriters, and any discounts or commissions received by them from us and any profit of any such on the resale of New Securities and any commissions or concessions received the securities by any such persons them may be deemed to be underwriting compensation discounts and commissions under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver We may provide agents and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) underwriters with indemnification against certain particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. [Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business. In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If applicablethe applicable prospectus supplement indicates, add information required in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by Regulation Sthis prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-K Items 507 and/or 508effective amendment.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _____________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-broker- dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Registration Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors have agreed that, for a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 [DATE], all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers Company and the Guarantors will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Registration Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Registration Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantors have agreed to pay all expenses incident to the Registered Registration Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers Issuer and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20 20___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers Issuer and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer exchange offer must acknowledge that it (i) has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute such New Securities and (ii) will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities only where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors We have agreed that, for a period of 180 days after from the consummation of date on which the Registered Exchange Offerexchange offer is consummated, they we will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors We will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter letter of Transmittal transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after from the consummation of date on which the Registered Exchange Offerexchange offer is consummated, the Issuers we will promptly send additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter letter of Transmittaltransmittal. The Issuers and the Guarantors We have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) exchange offer, other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders of the Securities (notes, including any broker-dealers) , against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities [Securities] were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200[ ], all dealers effecting ---------- transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------ Address: ------------------------ ------------------------

Plan of Distribution. Each broker-dealer that receives New Securities exchange securities for its own account pursuant to the Registered Exchange Offer exchange offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesexchange securities. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities exchange securities received in exchange for Securities securities where such Securities securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have NII Capital Corp. has agreed that, for a period beginning on the date of 180 consummation of the exchange offer and ending on the close of business 180-days after the consummation of the Registered Exchange Offerexchange offer, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ___, 20 ___, all dealers effecting transactions in the New Securities exchange securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors company will not receive any proceeds from any sale of New Securities exchange securities by brokers-dealers. New Securities Exchange securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities exchange securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securitiesexchange securities. Any broker-dealer that resells New Securities exchange securities that were received by it for its own account pursuant to the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities exchange securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities exchange securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange Offerexchange offer, the Issuers NII Capital Corp. will promptly send a reasonable number of additional copies of this Prospectus prospectus and any amendments amendment or supplements supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have NII Capital Corp. has agreed to pay all expenses incident to the Registered Exchange Offer exchange offer (including the expenses of one counsel for the holder of the Securitiessecurities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 --------------- 199 , all dealers effecting transactions in the New Exchange Securities may be - required to deliver a Prospectusprospectus. /1/ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within -------- /1/ In addition, the meaning legend required by Item 502(e) of Regulation S-K will appear on the Act. For a period of 180 days after the consummation back cover page of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508prospectus.]

Plan of Distribution. Each broker-dealer that receives New Securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesExchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities Exchange Notes received in exchange for Securities Initial Notes where such Securities Initial Notes were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 20[ ] , all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities Exchange Notes by brokersbroker-dealers. New Securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New SecuritiesExchange Notes. Any broker-dealer that resells New Securities Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Securities Exchange Notes and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation effective date of the Registered Exchange Offer, Offer Registration Statement the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until _____, 20 200___, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-S K Items 507 and/or 508.]] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation effective date of the Registered Exchange OfferOffer Registration Statement, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-the- counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with We and/or any resale of such New Securities. This Prospectus, as it selling stockholder may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold sell our securities from time to time in one or more transactions in the over-the-counter markettransactions. We and/or any selling stockholder may sell our securities to or through agents, in negotiated transactionsunderwriters, dealers, remarketing firms or other third parties or directly to one or more purchasers or through the writing of options on the New Securities or a combination of such any of these methods of resalesale. In some cases, we and/or any selling stockholder or dealer acting with us and/or any selling stockholder or on behalf of us and/or any selling stockholder may also purchase our securities and reoffer them to the public. We and/or any selling stockholder may also offer and sell, or agree to deliver, our securities pursuant to, or in connection with, any option agreement or other contractual arrangement. Agents whom we designate may solicit offers to purchase our securities. We and/or any selling stockholder will name any agent involved in offering or selling our securities, and disclose any commissions that we will pay to the agent, in the applicable prospectus supplement. Unless we and/or any selling stockholder indicate otherwise in the applicable prospectus supplement, agents will act on a best efforts basis for the period of their appointment. Agents may be deemed to be underwriters under the Securities Act, of any of our securities that they offer or sell. We and/or any selling stockholder may use an underwriter or underwriters in the offer or sale of our securities. If we and/or any selling stockholder use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of our securities. We and/or any selling stockholder will include the names of the specific managing underwriter or underwriters, as well as the names of any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the applicable prospectus supplement. The underwriters will use the applicable prospectus supplement, together with the prospectus, to sell our securities. The underwriters may offer and sell our securities at a fixed price or prices which may be changed, at market prices prevailing at the time of resalesale, at prices related to such prevailing market prices or at negotiated prices, any of which may represent a discount from the prevailing market price. Any such resale We may be made directly also, from time to purchasers time, authorize a dealer or agents to or through brokers or dealers who may receive compensation sell our securities. If we and/or any selling stockholder use a dealer, we will sell our securities to the dealer, as principal. The dealer will then sell our securities to the public at varying prices that the dealer will determine at the time it sells our securities. We and/or any selling stockholder will include the name of the dealer and the terms of the transactions with the dealer in the form applicable prospectus supplement. We and/or any selling stockholder may solicit directly offers to purchase our securities, and we may directly sell our securities to institutional or other investors. We and/or any selling stockholder will describe the terms of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents direct sales in the Letter of Transmittalapplicable prospectus supplement. The Issuers and We and/or any selling stockholder may engage in at the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securitiesmarket offerings into an existing trading market in accordance with Rule 415(a)(4) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including Act. We and/or any broker-dealers) selling stockholder will indemnify agents, underwriters and dealers against certain liabilities, including liabilities under the Securities Act. [The terms and conditions of any indemnification will be described in the applicable prospectus supplement. Agents, underwriters and dealers, or their affiliates, may engage in transactions with, or perform services for, us or our affiliates in the ordinary course of business. We and/or any selling stockholder may authorize agents and underwriters to solicit offers by certain institutions to purchase our securities at the public offering price under delayed delivery contracts. If applicablewe and/or any selling stockholder use delayed delivery contracts, add information we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and when delivery of our securities will be made under the delayed delivery contracts. These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement. We and/or any selling stockholder will describe in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of our securities under delayed delivery contracts will be entitled to receive. Unless otherwise specified in connection with a particular underwritten offering of our securities, the underwriters will not be obligated to purchase offered securities unless specified conditions are satisfied, and if the underwriters do purchase any offered securities, they will purchase all offered securities. In connection with underwritten offerings of the offered securities and in accordance with applicable law and industry practice, the underwriters in certain circumstances are permitted to engage in certain transactions that stabilize, maintain or otherwise affect the price of our securities, including the entry of stabilizing bids or syndicate covering transactions. If the underwriters create a short position in our securities in connection with the offering (i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement), the underwriters may reduce that short position by purchasing our securities in the open market or as otherwise provided in the applicable prospectus supplement. The underwriters may also impose a penalty bid, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also affect the price of our securities to the extent that it were to discourage resales of our securities. The underwriters are not required by to engage in these activities and may end any of these activities at any time. Such purchasers in the foregoing scenarios will be subject to the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, including Rule 10b-5 and Regulation SM. Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-K Items 507 making activities with respect to those securities. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of our securities in the market. This may affect the marketability of our securities and the ability of any person to engage in market- making activities with respect to our securities. We and/or 508any selling stockholder may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of ale, at market prices prevailing at the time of sale, prices relating to such prevailing market prices or at negotiated or fixed prices. The specific terms of the lock-up provisions, if any, in respect of any given offering will be described in the applicable prospectus supplement.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation first anniversary of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 20 199_, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident inci- dent to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------ Address: --------------------------------- ---------------------------------

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to We may sell the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold securities from time to time in one or more transactions, including block transactions in and transactions on the over-the-counter marketNYSE or on a delayed or continuous basis, in negotiated transactionseach case, through the writing of options on the New Securities agents, underwriters or dealers, directly to one or more purchasers, through a combination of such any of these methods of resalesale, or in any other manner, as provided in the applicable prospectus supplement. The securities may be sold at a fixed price or prices, which may be changed, or at market prices prevailing at the time of resalesale, at prices relating to the prevailing market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or from the purchasers of the securities. We will identify the specific plan of distribution, including any underwriters or agents and their compensation, in the applicable prospectus supplement. If we use underwriters for a sale of securities, the underwriters may offer and sell the securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or negotiated pricesunder delayed delivery contracts or other contractual commitments. Any such resale Underwriters may be made directly to purchasers or sell the securities to or through brokers or dealers, and such dealers who may receive compensation in the form of discounts, concessions or commissions or concessions (which may be changed from any such broker-dealer time to time) from the underwriters and/or from the purchasers of any such New Securitiessecurities. Any broker-underwriting discounts or commissions to be paid by us to underwriters in connection with any offering of the securities and any discounts, concessions or commissions allowed by underwriters to participating dealers will be set forth in the applicable prospectus supplement. Offers to purchase the securities may be solicited by agents designated by us from time to time. Any such agent involved in the offer or sale of the securities will be named, and any commissions payable by us to such agent will be set forth, in the applicable prospectus supplement. If a dealer that resells New Securities that were received by it for its own account pursuant is utilized in the sale of the securities, we may sell such securities to the Registered Exchange Offer dealer, as principal. Unless otherwise specified in the applicable prospectus supplement, the dealer may then resell such securities at varying prices to be determined by such dealer at the time of resale. The name of the dealer and any broker or compensation payable by us to the dealer that participates will be set forth in a distribution of such New Securities the prospectus supplement relating thereto. Offers to purchase the securities may be deemed solicited directly by us and sales thereof may be made by us directly to be an “underwriter” within the meaning of the Act and any profit institutional investors or others. The terms of any such resale sales, including the terms of New Securities any bidding or auction prices, if utilized, will be described in the prospectus supplement relating thereto. Agents, underwriters and any commissions or concessions received by any such persons dealers may be deemed entitled under agreements that may be entered into with us to be underwriting compensation under the Act. The Letter of Transmittal states that indemnification by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) us against certain liabilities, including liabilities under the Securities Act, and any such agents, underwriters or dealers or their affiliates may engage in transactions with or perform services for us in the ordinary course of business. [If so indicated in the applicable prospectus supplement, we may authorize agents, dealers and underwriters to solicit offers by certain institutions to purchase debt securities from us pursuant to delayed delivery contracts, or the “Contracts,” providing for payment and delivery on the date stated in the prospectus supplement. Such Contracts will be subject to conditions set forth in the applicable prospectus supplement. Those agents, dealers or underwriters, as the case may be, will not be responsible for the validity or performance of any Contracts. We will set forth in the applicable prospectus supplement the price to be paid for the debt securities under the Contracts and the commissions payable by us to any agents, dealers or underwriters, as applicable, add information required by Regulation S-K Items 507 and/or 508for solicitation of the Contracts.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , 2003 all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the expiration date and ending on the close of business 180 days after the consummation of the Registered Exchange Offerexpiration date, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells resales New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange Offerexpiration date, the Issuers company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period starting on the Expiration Date and ending on the close of 180 days after business on the consummation of 180th day following the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _____________, 20 199 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. */ The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Securities by brokersbroker-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that ---------------- */ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ----------------------------------------------------- Address: -------------------------------------------------- --------------------------------------------------

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 20 200 [90 days] after commencement of the offering, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokersBrokers-dealersDealers. New Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New Securities. Any brokerBroker-dealer Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers and the Guarantors will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the holder holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period ending on the earlier of (i) 180 days after from the consummation of date on which the Registered Exchange OfferOffer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the reasonable and documented expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]

Plan of Distribution. Each broker-dealer that receives New Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have Company has agreed that, for a period of 180 days after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectusprospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 200 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus. (1) The Issuers and the Guarantors Company will not receive any proceeds from any sale of New Exchange Securities by brokersbroker-dealers. New Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such New Exchange Securities. Any broker-dealer that resells New Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of on any such resale of New Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that that, by acknowledging that it will deliver and by delivering a Prospectusprospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the consummation of Expiration Date the Registered Exchange Offer, the Issuers Company will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable. (1) In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508will appear on the inside front cover page of the Exchange Offer prospectus.]

Plan of Distribution. Each brokerBroker-dealer Dealer that receives New Securities Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of New Securities Notes received in exchange for Securities Notes where such Securities Notes were acquired as a result of market-making activities or other trading activities. The Issuers Company and the Guarantors Guarantor have agreed that, for a period starting on the Expiration Date and ending on the close of 180 days business one year after the consummation of the Registered Exchange OfferExpiration Date, they it will make this Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until [ ], 20 2001, all dealers effecting transactions in the New Securities Notes may be required to deliver a Prospectusprospectus. The Issuers Company and the Guarantors Guarantor will not receive any proceeds from any sale of New Securities Notes by brokers-dealers. New Securities Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such New SecuritiesNotes. Any brokerBroker-dealer Dealer that resells New Securities Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Securities Notes and any commissions or concessions received by any such persons Persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectusprospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and the Guarantor will promptly send additional copies of this Prospectus and any amendments amendment or supplements supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The Issuers Company and the Guarantors Guarantor have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the SecuritiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.]] ANNEX D RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------- Address: -------------------------------------------- --------------------------------------------