The exchange offering is only made, and copies of the offering documents will only be made available, to holders of Old Notes that have certified certain matters to the Registrant, including their status as "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933 ("Eligible Holders"). An offering memorandum, dated today, will be distributed to Eligible Holders.

The Registrant is offering to exchange, for each $1,000 principal amount of Old Notes, a like principal amount of New Notes, and cash. The total exchange price will include an early participation payment of $20 per $1,000 principal amount payable only to holders of Old Notes that validly tender and do not withdraw their Old Notes at or before 5:00 p.m. New York City time on July 11, 2006, unless extended. The total exchange price for the Old Notes is based on a fixed-spread pricing formula and will be calculated at 2:00 p.m. New York City time on July 12, 2006. The New Notes will mature on June 15, 2016 and will bear interest at an annual rate that is not to exceed 7%, determined one business day after the early participation date of the exchange offer, such that the new issue price will be at or below, but as close as possible to, par. The exchange offer is scheduled to expire at 5:00 p.m. New York City time on July 25, 2006, unless extended.