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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 We have agreed that, for a period starting on the Expiration Date and ending on the close of 180 business 180-days 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 Purchaser have been sold pursuant hereto, they we 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 We 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. Furthermore, any broker-dealer that acquired any of the old notes directly from us: • may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission’s letter to Xxxxxxxx & Xxxxxxxx dated July 2, 1993 and similar no-action letters; and • must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Act relating to any resale transaction. For a period of 180 180-days 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 Purchaser have been sold pursuant hereto, the Issuers we 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 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 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B

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 , 20 199 , 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

Plan of Distribution. Each broker-dealer We are registering shares of common stock 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 have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to Hanover under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date 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 resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, 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 discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange 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 other broker-dealer will not be deemed dealers to admit that it participate. Hanover is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter resale of Transmittalthe shares. Because Hanover is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Hanover will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Issuers selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. The selling stockholder may also sell shares of common stock covered by this prospectus pursuant to Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Hanover has informed us that each such broker-dealer will receive commissions from Hanover which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: · the name of any such broker-dealers; · the number of shares involved; · the price at which such shares are to be sold; · the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and · other facts material to the transaction. Hanover has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Pursuant to a requirement of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount and other compensation to be received by any FINRA member or independent broker-dealer shall not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 under the Securities Act. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange Act and the Guarantors rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, Hanover will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holder sale of the Securities) shares of common stock. We have agreed to indemnify Hanover and certain other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableHanover has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Hanover specifically for use in this prospectus or, add if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required by Regulation S-K Items 507 and/or 508to be supplemented or amended to include additional material information.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 2017, 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 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 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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 has 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 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 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.

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 Co-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 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 Co-Issuers and the 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 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 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 Co-Issuers 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 Co-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 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.] ANNEX D LANGUAGE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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 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 Securities Act.

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 broker-dealer for use in connection with any such resale. In addition, until __________, 20 2001, 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 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 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, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.

Plan of Distribution. Each broker-dealer that receives New Securities new notes for its own account pursuant to under the Registered Exchange Offer exchange offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesthose notes. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with for resales of New Securities new notes received in exchange for Securities where such Securities were original notes that had been 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 the consummation expiration date of the Registered Exchange Offerexchange offer, they we will make this Prospectusprospectus, as it may be amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20 , all Any broker-dealers effecting transactions in the New Securities may be required to deliver use this prospectus and any amendments or supplements to this prospectus for resales of the new notes must notify us of this fact by checking the box on the letter of transmittal requesting additional copies of these documents. Notwithstanding the foregoing, we are entitled under the registration rights agreement to suspend the use of this prospectus by broker-dealers under specified circumstances. For example, we may suspend the use of this prospectus if: o the SEC or any state securities authority requests an amendment or supplement to this prospectus or the related registration statement or additional information; o the SEC or any state securities authority issues any stop order suspending the effectiveness of the registration statement or initiates proceedings for that purpose; o we receive notification of the suspension of the qualification of the new notes for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose; o the suspension is required by law; or o an event occurs which makes any statement in this prospectus untrue in any material respect or which constitutes an omission to state a Prospectusmaterial fact in this prospectus. The Issuers and If we suspend the Guarantors use of this prospectus, the 180-day period referred to above will be extended by a number of days equal to the period of the suspension. We will not receive any proceeds from any sale of New Securities new notes by brokersbroker-dealers. New Securities notes received by broker-dealers for their own account pursuant to under 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 those notes or a combination of such methods of resalethose methods, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale 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 the selling broker-dealer and/or or the purchasers of any such New Securitiesthe new notes. Any broker-dealer that resells New Securities that were new notes received by it for its own account pursuant to under the Registered Exchange Offer exchange offer and any broker or dealer that participates in a distribution of such New Securities the new 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 new notes and any commissions or concessions received by any such these persons may be deemed to be underwriting compensation under the Securities Act. The Letter letter of Transmittal 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 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 incidental to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) exchange offer other than commissions or and concessions of any brokers broker or dealers dealer 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL]

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.] ANNEX D LANGUAGE [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.] . ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 The common shares are being registered to permit public secondary trading of these securities by 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 holders thereof 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 time after the consummation date of this prospectus and to facilitate 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 resalecontinued orderly disposition of our common shares held by the selling stockholders identified herein. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from any the sale of New Securities the common shares by brokersthe selling stockholders. The selling stockholders and their successors-dealers. New Securities received by in-interest who acquire their shares after the date of this prospectus and are entitled to the benefits of this registration statement, may sell the common shares directly to purchasers or through underwriters, broker-dealers or agents. If underwriters are used in a firm commitment underwriting, we and the selling stockholders will execute an underwriting agreement with those underwriters relating to the common shares that the selling stockholders will offer. Unless otherwise set forth in a prospectus supplement, the obligations of the underwriters to purchase these common shares will be subject to conditions. The underwriters, if any, will purchase the common shares on a firm commitment basis and will be obligated to purchase all of these common shares. The common shares subject to the underwriting agreement will be acquired by the underwriters for their own account pursuant to the Registered Exchange Offer and may be sold resold by them 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. Underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from the purchasers of these common shares for whom they may act as agent. Underwriters may sell these common shares to or through dealers. These 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 agent. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. The selling stockholders may authorize underwriters to solicit offers by institutions to purchase the common shares subject to the underwriting agreement from the selling stockholders at the public offering price stated in a prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. If the selling stockholders sell common shares pursuant to these delayed delivery contracts, the prospectus supplement will state that as well as the conditions to which these delayed delivery contracts will be subject and the commissions payable for that solicitation. The applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the common shares at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids. Underwriters are not required to engage in any of these activities, or to continue such activities if commenced. If dealers are utilized in the sale of common shares, the selling stockholders will sell such common shares to the dealers as principals. The dealers may then resell such common shares to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in a prospectus supplement, if required. The selling stockholders may also sell common shares through agents designated by them from time to time. We will name any agent involved in the offer or sale of the common shares and will list commissions payable by the selling stockholders to these agents in a prospectus supplement, if such a supplement is required. These agents will be acting on a best efforts basis to solicit purchases for the period of its appointment, unless we state otherwise in any required prospectus supplement. The selling stockholders may sell any of the common shares directly to purchasers. In this case, the selling stockholders may not engage underwriters or agents in the offer and sale of these common shares. We and the selling stockholders may indemnify underwriters, dealers or agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act and agree to contribute to payments which these underwriters, dealers or agents may be required to make. The common shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Sales may be effected in transactions, which may involve block transactions or crosses: • on any national securities exchange or quotation service on which the common shares may be listed or quoted at the time of sale; • in the over-the-counter market; • in transactions otherwise than on exchanges or quotation services or in the over-the-counter market; • through the exercise of purchased or written options; or • through any other method permitted under applicable law. In connection with sales of the common shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the common shares in the course of hedging the positions they assume. The selling stockholders may also sell short the common shares and deliver the common shares to close out short positions, or loan or pledge the common shares to broker-dealers that in turn may sell the common shares. The aggregate proceeds to the selling stockholders from the sale of the common shares offered by the selling stockholders hereby will be the purchase price of the common shares less discounts and commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in negotiated transactionswhole or in part, through the writing any proposed purchase 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 common shares to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through agents. In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealer. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. The selling stockholders and any underwriters, broker-dealers who may receive compensation or agents that participate in the form sale 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 common shares may be deemed to be an “underwriterunderwriters” within the meaning of Section 2(11) of the Act and Securities Act. Any discounts, commissions, concessions or profit they earn on any profit of any such resale of New Securities and any commissions or concessions received by any such persons the common shares 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 Prospectus, a broker-dealer will not be deemed to admit that it Any selling stockholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. For a period of 180 days after The selling stockholders have acknowledged their obligations to comply with the consummation provisions of the Registered Exchange OfferAct and the rules thereunder relating to stock manipulation, particularly Regulation M. We are not aware of any plans, arrangements or understandings between any of the Issuers will promptly send additional copies of this Prospectus selling stockholders and any amendments or supplements to this Prospectus to any underwriter, broker-dealer that requests such documents in or agent regarding 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 sale of the Securities) common shares by the selling stockholders. We do not assure you that the selling stockholders will sell any or all of the common shares offered by them pursuant to this prospectus. In addition, we do not assure you that the selling stockholders will not transfer, devise or gift the common shares by other than commissions or concessions of means not described in this prospectus. Moreover, any brokers or dealers and will indemnify the holders securities covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities (including any broker-dealers) against certain liabilities, including liabilities Act may be sold under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508Rule 144 rather than pursuant to this prospectus.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

Plan of Distribution. Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer 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-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 broker-dealer for use in connection with any such resale. In addition, until __________, 20 , 199_ all dealers effecting transactions transaction 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 broker-dealers for their own account pursuant to the Registered Exchange Offer 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 An 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 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 90 days 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 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 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 Act. [If applicable, add any additional information required by Regulation S-K Items Item 507 and/or 508.] ANNEX D LANGUAGE RIDER A [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES-OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: RIDER B 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 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.

Plan of Distribution. Each broker-dealer We are registering shares of common stock 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 have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to Hanover under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date 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 resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, 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 discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange 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 other broker-dealer will not be deemed dealers to admit that it participate. Hanover is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate 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 resale of the Securities) shares. Because Hanover is, and any other than commissions selling stockholder, broker, dealer or concessions of any brokers or dealers and will indemnify agent may be deemed to be, an “underwriter” within the holders meaning of the Securities Act, Hanover will (including and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: ● on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; ● in the over-the-counter market in accordance with the rules of NASDAQ; ● in transactions otherwise than on these exchanges or systems or in the over-the-counter market; ● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; ● ordinary brokerage transactions and transactions in which the broker-dealers) against certain liabilities, including liabilities under dealer solicits purchasers; ● block trades in which the Act. [If applicable, add information required broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by Regulation Sa broker-K Items 507 and/or 508.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTALdealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

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 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 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 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B

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 Partnership has agreed that, for a period starting on the Expiration Date and ending on the close of 180 business 210 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 Partnership 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 180 210 days after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Partnership 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 Partnership has agreed to pay all reasonable 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.] . ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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 represents that the Securities to be exchange 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. 23 QuickLinks

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 expiration of the Registered Exchange Offer, 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 until, 20 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 1933 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 1933 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 1933 Act. For a period of 180 days after the consummation expiration of the Registered Exchange Offer, 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 1933 Act. [If applicable, add information 1 This sentence is to be included to the extent required by the General Rules and Regulations of the SEC. In addition, the legend required by Item 502(b) of Regulation S-K Items 507 and/or 508.] will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D LANGUAGE [ ]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 1933 Act.

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 S-K Items 507 and/or 508.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 exchange offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such New Securitiesexchange notes. 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 notes received in exchange for Securities unregistered notes where such Securities unregistered notes were acquired as a result of market-making activities or other trading activities. The Issuers and To the Guarantors extent any such broker-dealer participates in the exchange offer, we have agreed that, that for a period of up to 180 days after the consummation of the Registered Exchange Offer, they we will use commercially reasonable efforts to make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We 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 accounts 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 notes or a combination of such these 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 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 or concessions received by any such persons 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 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 exchange offer and will indemnify the holders of the Securities (outstanding 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 Issuer and the Guarantors Company 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 , 20 199 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. prospectus.(1) 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 Purchaser 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 Purchaser 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 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTALbe

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 S-K Items 507 and/or 508.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENT 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 Existing Notes where such Securities Existing Notes were acquired as a result of market-making activities or other trading activities. The Issuers Company, the Guarantor and the Guarantors Subordinated Guarantor have agreed that, for a period of 180 120 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 1997, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.(1) The Issuers Company, the Guarantor and the Guarantors Subordinated Guarantor 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 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 180 120 days after the consummation of Expiration Date the Registered Exchange OfferCompany, the Issuers Guarantor and the Subordinated 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 Company, the -------- (1) 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. Guarantor and the Guarantors Subordinated Guarantor 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 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 LANGUAGE ____ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes 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 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.

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 __________, 20 199__, 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 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. [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: Rider B If applicablethe undersigned is not a Broker-Dealer, add information required 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 represents that the Securities to be exchanged for New Securities were acquired by Regulation Sit as a result of market-K Items 507 and/or 508making 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 Securities Act.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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. (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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 , 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 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. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.

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 starting on the consummation Expiration Date and ending on the earlier of the Registered close of business on the first anniversary of the Expiration Date or the date upon which all Exchange OfferSecurities have been sold by such participating broker-dealer (the "Registration Period"), 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 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 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 Securities Exchange securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit of any such resale of New Exchange 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 OfferRegistration Period, 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 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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 _________________ /1/ In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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.] ANNEX D LANGUAGE [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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.

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 or such shorter period as will terminate when all New Securities covered hereby have been sold pursuant thereto, 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 2002, 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 covered hereby have been sold pursuant thereto, 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.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------------- Address: -------------------------------------------- -------------------------------------------- Rider B 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 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 Securities Act.

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 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 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 the Registered Exchange Offer, 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. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS. 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.

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 LANGUAGE RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________ Address: ______________________________ ______________________________ RIDER B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Notes and it has not arrangements or understandings with any Person to participate in a distribution of the New Notes. If the undersigned is a Broker-Dealer that will receive New Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for New 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 New 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.

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.] ANNEX D LANGUAGE o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities and it has no arrangements or understandings with any Person to participate in a distribution of the Exchange Securities. If the undersigned is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange 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 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 Act.

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 We have agreed that, for a period starting on the Expiration Date and ending on the close of 180 business 180-days 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 Purchaser have been sold pursuant hereto, they we 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 We 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. Furthermore, any broker-dealer that acquired any of the old notes directly from us: - may not rely on the applicable interpretation of the staff of the SEC's position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991),), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and - must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. For a period of 180 180-days 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 Purchaser have been sold pursuant hereto, the Issuers we 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 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 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 BCC 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 __________, 20 199__, all dealers effecting transactions in the New Securities may be required to deliver a Prospectusprospectus. The Issuers and Neither the Guarantors Company nor BCC 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 one year after the consummation of the Registered Exchange OfferExpiration Date, the Issuers Company and BCC 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 BCC have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder 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.] 24 ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B

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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 Issuer 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 40 days after the commencement of the offering, all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectusprospectus. The Issuers and the Guarantors Issuer 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 Issuer 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 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.] ANNEX D LANGUAGE |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.

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 ___________, 20 200___, 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 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.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Rider B 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 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 Securities Act.

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 the Guarantors guarantors have 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 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 company and 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 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 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 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 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 company and the Guarantors guarantors have 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 Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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 represents that the Securities to be exchange 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.

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 __________, 20 200_, 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 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.] . ANNEX D LANGUAGE CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 exchange 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 Securities Act.

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 We 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 we will make this Prospectus, as amended or supplemented, available upon request to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until [ ], 20 20[ ] (90 days after the effectiveness of the registration statement), 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 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 the consummation of the Registered Exchange OfferExpiration Date, the Issuers we 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 We 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 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 LANGUAGE Rider A |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ __________________________________ Rider B

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 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 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 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 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.] ANNEX D LANGUAGE CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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.

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 1 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 applicable, add information required by Regulation S-K Items 507 and/or 508.] 20 ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B

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 S-K Items 507 and/or 508.] ANNEX D LANGUAGE RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________________________ Address: ____________________________________________ ____________________________________________ RIDER B 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 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 Securities Act.

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTALD

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 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 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 LANGUAGE Rider A ------- / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ___________________________________ Address: ___________________________________ ___________________________________ Rider B ------- 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 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 Securities Act.

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 ______, 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 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 Brokers or dealers 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 Broker or dealer 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 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 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 Securitiessecurities) other than commissions or concessions of any brokers Brokers or dealers Dealers and will indemnify the holders 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 LANGUAGE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ____________________________ Address: ____________________________ ____________________________ Rider B 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 represents that the Securities to be exchange 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.

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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 starting on the effective date of the registration statement of which this prospectus is a period part and ending on the close of 180 business 180-days after the consummation of the Registered Exchange Offersuch date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), 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 __________, 20 201__, 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 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 broker-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 broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Furthermore, any broker-dealer that acquired any of the old notes directly from us: • may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and • must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. For a period of 180 180-days after the consummation effective date of the Registered Exchange Offerregistration statement of which this prospectus is a part or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto (or for such shorter period during which broker-dealers are required by law to deliver such prospectus), 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 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) 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 LANGUAGE CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 acquiring the New Securities in the ordinary course of its business, that it has no arrangement or understanding with any Person to participate in a distribution of the New Securities and that it is not an affiliate of the Company as such terms are interpreted by the Commission. If the undersigned is a broker-dealer then it has a prospectus delivery requirement with respect to resales of the New Securities and that the Commission has taken the position the Broker-Dealers may fulfill their prospects delivery requirements with respect to resales of the New Securities (other than a resale of an unsold allotment from the original sale of the notes) with the prospectus contained in the Exchange Offer Registration Statement relating to such New Securities.

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. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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. ANNEX E AMERICAN TOWER CORPORATION 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 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 you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact American Tower Corporation, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: General Counsel. AMERICAN TOWER CORPORATION (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) 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 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 Securities for The Shares being offered by the Selling Shareholder or 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 Prospectusrespective pledgees, as it may be amended or supplemented from time to timedonees, 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 transferees or other trading activities. The Issuers and the Guarantors have agreed thatsuccessors in interest, 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 (which may involve block transactions) on the overNASD Over-theThe-counter marketCounter Bulletin Board or on such other market on which the Common Stock may from time to time be trading, in privately negotiated transactions, through the writing of options on the New Securities Shares, short sales or a any combination of such methods of resale, at thereof. The sale price to the public may be the market prices price prevailing at the time of resalesale, at prices a price related to such prevailing market prices price or negotiated pricessuch other price as the Selling Shareholder determines from time to time. Any such resale The Shares may also be sold pursuant to Rule 144. The Selling Shareholder shall have the sole and absolute discretion not to accept any purchase offer or make any sale of Shares if they seem the purchase price to be unsatisfactory at any particular time. The Selling Shareholder or its respective pledgees, donees, transferee or other successors in interest, may also sell the Shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Brokers acting as agents for the Selling shareholder will receive usual and customary commissions for brokerage transactions, and market makers and block purchasers purchasing the Shares will do so for their own account and at their own risk. It is possible that the selling Shareholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share which may be made directly below the then market price. There can be no assurance with all or any of the Shares offered hereby will be issued to, or sold by, the Selling Shareholder. The Selling Shareholder and any brokers, dealers or agents, upon effecting the sale of any of the Shares offered hereby, may be deemed "underwriters" as that term is defined under the Securities Act or the Exchange Act, or the rules and regulations thereunder. Upon the Company being notified by the Selling Shareholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplemented Prospectus will be filed, if required, pursuant to purchasers or to or through brokers or dealers who may receive compensation in Rule 424(c) under the form Securities Act, disclosing (a) the name of commissions or concessions from any each such broker-dealer and/or dealer, (b) the purchasers number of Shares involved, (c) the price at which such Shares were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, as supplemented, and (f) other facts material to the transaction. The Selling Shareholder and any other persons participating in the sale or distribution of the Shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales 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 Shares by the Selling Shareholder or any profit of any other such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Actperson. 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 foregoing may affect the meaning marketability 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 TransmittalShares. 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) Selling Shareholder, or its transferees or assignees, against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Selling Shareholder or its respective pledgees, donees, transferees or other successors in interest, may be required to make in respect thereof. [If applicableThe Company is bearing all costs relating to the registration of the Shares (other than fees and expenses, add information required if any, of counsel or other advisers to the Selling Shareholder). Any commissions, discounts or other fees payable to broker-dealers in connection with any sale of the Shares will be borne by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE TO BE INCLUDED the Selling Shareholder. APPENDIX II Attention: PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE The undersigned, {AN OFFICER OF, or OTHER PERSON DULY AUTHORIZED BY} ___________________________________________________ {FILL IN LETTER OFFICIAL NAME OF TRANSMITTALINDIVIDUAL OR INSTITUTION} hereby certifies that he/she {said institution} is the Purchaser of the shares evidenced by the attached certificate, and as such, sold such shares on __________________ {DATE} pursuant to and in accordance with registration statement number ____________________ {FILL IN THE NUMBER OF OR OTHERWISE IDENTIFY REGISTRATION STATEMENT} and the requirement of delivering a current prospectus by the Company has been complied with in connection with such sale. Print or Type: Name of Purchaser (individual or institution): ---------------------- Name of individual representing Purchaser (if an institution) ---------------------- Title of individual representing Purchaser (if an institution): ---------------------- Signature by:

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 of 180 days after during the consummation of the Registered Exchange OfferOffer Registration Period, 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 , 20[ ] 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 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 During the consummation of the Registered Exchange OfferOffer Registration Period, 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 Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ___________________________ Address: ___________________________ ___________________________ Rider B 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 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 exchange 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 Securities Act.

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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.] ANNEX D LANGUAGE DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 180 120 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 180 120 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 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 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 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 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 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 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 Each of the Company and the Guarantors have 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 Prospectus. The Issuers and prospectus./*/ Neither the Company nor 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 purchaser 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. ----------- /*/ 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. 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 Company and the Guarantors have jointly and severally 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 LANGUAGE Rider A ------- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------------- Address: ---------------------------------------------------- ---------------------------------------------------- Rider B -------

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 Existing Notes where such Securities Existing Notes were acquired as a result of market-making activities or other trading activities. The Issuers Company, the Guarantor and the Guarantors Subordinated Guarantor have agreed that, for a period of 180 120 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 1997, all dealers effecting transactions in the New Securities Exchange Notes may be required to deliver a Prospectus. prospectus.(1) The Issuers Company, the Guarantor and the Guarantors Subordinated Guarantor 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 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 180 120 days after the consummation of Expiration Date the Registered Exchange OfferCompany, the Issuers Guarantor and the Subordinated 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 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL------------------------------

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 Company and the Subsidiary Guarantors have agreed that, for a period starting on the date hereof and ending on the close of business on the earlier to occur of (i) the date on which all New Securities held by broker-dealers eligible to use the Prospectus to satisfy their prospectus delivery obligations under the Act have been sold and (ii) the date 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 , 20 199 , all dealers effecting transactions in the New Exchange Securities may be required to deliver a Prospectus. The Issuers and prospectus./*/ Neither the Guarantors Company nor any Subsidiary Guarantor 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-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 --------------------- /*/ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Registered Exchange Offer prospectus. 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 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 commencing on the date hereof and ending on the close of business on the earlier to occur of (i) the date on which all New Securities held by broker-dealers eligible to use the Prospectus to satisfy their prospectus delivery obligations under the Act have been sold and (ii) the date 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 in the Letter of Transmittal. The Issuers Company and the Subsidiary Guarantors have jointly and severally 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 LANGUAGE Rider A ------- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------------- Address: ----------------------------------- ------------------------------------------- Rider B -------

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTALD

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 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.] ANNEX D LANGUAGE RIDER A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________________ Address: ______________________________________ ______________________________________ RIDER B 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 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 exchange 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 Securities Act.

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 marketmaking 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 2003, 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 thecounter 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 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.] ANNEX D LANGUAGE Rider A ------- / / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 --- ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ----------------------------------------- Address: ----------------------------------------- ----------------------------------------- Rider B ------- 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 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 Securities Act.

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] . ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B 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 represents that the Securities to be exchange 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.

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 LANGUAGE RIDER A - CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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.] ANNEX D LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 brokers-broker- 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.] ANNEX D LANGUAGE | | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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. EXHIBIT A WOLVERINE TUBE, INC. FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE (DATE OF MAILING) URGENT-IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the % Notes due (the "Securities") of [ ] (the "Company") are held. The Company is in the process of registering the Securities under the Securities Act of 1933, as amended, 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 Selling Securityholder Notice and 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 . Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [ ].

Plan of Distribution. Each broker-dealer that receives New Securities exchange notes 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 notes. 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 notes received in exchange for Securities unregistered notes where such Securities unregistered notes were acquired as a result of market-making market−making activities or other trading activities. The Issuers and To the Guarantors extent any such broker-dealer participates in the exchange offer, we have agreed that, that for a period of up to 180 days after the consummation of the Registered Exchange Offer, they we will use commercially reasonable efforts to make this Prospectusprospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We 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 accounts 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 over−the−counter market, in negotiated transactions, through the writing of options on the New Securities exchange notes or a combination of such these 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 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 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 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 exchange offer and will indemnify the holders of the Securities (outstanding 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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 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 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 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.] ANNEX D LANGUAGE -------------- 1 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. |_| CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 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 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.

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 Each of the Company and the Guarantors have Guarantor 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 first anniversary 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 , all dealers effecting transactions in Neither the New Securities may be required to deliver a Prospectus. The Issuers and Company nor the Guarantors Guarantor 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 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 Company and the Guarantors Guarantor have jointly and severally 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 LANGUAGE Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:______________________________________________________ Address:___________________________________________________ Rider B 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 New Securities. If the undersigned is a broker-dealer that will receive New 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 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.

Plan of Distribution. Each broker-dealer We are registering shares of common stock 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 have been or may be amended or supplemented issued by us from time to time, may be used by a broker-dealer in connection with resales time to Hanover under the Purchase Agreement to permit the resale of New Securities received in exchange for Securities where such Securities were acquired as a result these shares of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days common stock after the consummation issuance thereof by the selling stockholder from time to time after the date 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 resaleprospectus. In addition, until , 20 , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus. The Issuers and the Guarantors We will not receive any of the proceeds from the sale by the selling stockholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. The selling stockholder may decide not to sell any sale shares of New Securities common stock. The selling stockholder may sell all or a portion of the shares of common stock beneficially owned by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold it and offered hereby from time to time in directly or through one or more transactions in the overunderwriters, broker-the-counter marketdealers or agents, 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 discounts, concessions or commissions or concessions from any such broker-dealer the selling stockholder and/or the purchasers of any such New Securitiesthe shares of common stock for whom they may act as agent. Any In effecting sales, broker-dealer dealers that resells New Securities that were received are engaged by it the selling stockholder may arrange 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 other broker-dealer will not be deemed dealers to admit that it participate. Hanover is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after Any brokers, dealers or agents who participate in the consummation distribution of the Registered Exchange Offer, shares of common stock by the Issuers will promptly send additional copies of this Prospectus selling stockholder may also be deemed to be “underwriters,” and any amendments profits on the sale of the shares of common stock by them and any discounts, commissions or supplements concessions received by any such brokers, dealers or agents may be deemed to this Prospectus to any be underwriting discounts and commissions under the Securities Act. Hanover has advised us that it will use an unaffiliated broker-dealer to effectuate all resales of our common stock. To our knowledge, Hanover has not entered into any agreement, arrangement or understanding with any particular broker-dealer or market maker with respect to the shares of common stock offered hereby, nor do we know the identity of the broker-dealers or market makers that requests such documents may participate in the Letter resale of Transmittalthe shares. Because Hanover is, and any other selling stockholder, broker, dealer or agent may be deemed to be, an “underwriter” within the meaning of the Securities Act, Hanover will (and any other selling stockholder, broker, dealer or agent may) be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of the Securities Act (including, without limitation, Sections 11, 12 and 17 thereof) and Rule 10b-5 under the Exchange Act. The Issuers selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: · on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · in the over-the-counter market in accordance with the rules of NASDAQ; · in transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the rules of the applicable exchange; · privately negotiated transactions; · broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and · any other method permitted pursuant to applicable law. In addition, the selling stockholder may transfer the shares of common stock by other means not described in this prospectus. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholder (and, if they act as agent for the purchaser of such shares, from such purchaser). Hanover has informed us that each such broker-dealer will receive commissions from Hanover which will not exceed customary brokerage commissions. Broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in one or more transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above and pursuant to the one or more of the methods described above) at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this prospectus or a supplemental prospectus will be filed, disclosing: · the name of any such broker-dealers; · the number of shares involved; · the price at which such shares are to be sold; · the commission paid or discounts or concessions allowed to such broker-dealers, where applicable; · that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and · other facts material to the transaction. Hanover has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that the selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part. Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. The selling stockholder and any other person participating in the sale or distribution of the shares of common stock will be subject to applicable provisions of the Exchange Act and the Guarantors rules and regulations thereunder (including, without limitation, Regulation M of the Exchange Act), which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares of common stock by, the selling stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making and certain other activities with respect to the shares of common stock. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the shares of common stock in the market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. We have agreed to pay all expenses incident of the registration of the shares of common stock pursuant to the Registered registration rights agreement, estimated to be $[ ] in total, including, without limitation, Securities and Exchange Offer (including the Commission filing fees and expenses of one counsel for compliance with state securities or “Blue Sky” laws; provided, however, Hanover will pay all selling commissions, concessions and discounts, and other amounts payable to underwriters, dealers or agents, if any, as well as transfer taxes and certain other expenses associated with the holder sale of the Securities) shares of common stock. We have agreed to indemnify Hanover and certain other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) persons against certain liabilitiesliabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the ActSecurities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. [If applicableHanover has agreed to indemnify us against liabilities under the Securities Act that may arise from any written information furnished to us by Hanover specifically for use in this prospectus or, add if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. At any time a particular offer of the shares of common stock is made by the selling stockholder, a revised prospectus or prospectus supplement, if required, will be distributed. Such prospectus supplement or post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of any required additional information with respect to the distribution of the shares of common stock. We may suspend the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required by Regulation S-K Items 507 and/or 508to be supplemented or amended to include additional material information.] ANNEX D LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

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 six months 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 2015, 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 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 six months 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.] ANNEX D LANGUAGE CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO BE INCLUDED IN LETTER RECEIVE 10 ADDITIONAL COPIES OF TRANSMITTALTHE 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 represents that the Securities to be exchange 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 Securities Act.

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 on the 180th day 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 resale provided a Broker-Dealer has notified the Company either in the Letter of Transmittal or otherwise within 20 days after consummation of the Exchange Offer that it holds New Securities may be required to deliver as a Prospectusresult of market-making or other trading activities. 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 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 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 Items 507 and 508 of Regulation S-K Items 507 and/or 508.K.] ANNEX D LANGUAGE RIDER A [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO BE INCLUDED RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN LETTER CONNECTION WITH RESALES OF TRANSMITTALNEW SECURITIES RECEIVED IN EXCHANGE FOR SUCH SECURITIES. Name: ---------------------- Address: ---------------------------- Area Code and Telephone Number: Contact Person: -------------- ------------- RIDER B 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 entered into any 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 exchange 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 Securities Act. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 180th day after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale provided a Broker-Dealer has notified the Company either in the Letter of Transmittal or otherwise within 20 days after consummation of the Exchange Offer that it holds New Securities as a result of market-making or other trading activities. See "Plan of Distribution".