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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a 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 unregistered notes where such securities unregistered notes were acquired as a result of market-making activities or other trading activities. The company has To the extent any such broker-dealer participates in the exchange offer, we have agreed that, starting on the expiration date and ending on the close that for a period of business one year after the expiration date, it up to 180 days we will use commercially reasonable efforts to make this prospectus, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities resells exchange notes that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has We have agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Offer exchange offer must acknowledge that it will deliver a 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 company NII International Telecom S.C.A. has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year 180 days after the expiration dateconsummation of the exchange offer, 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 , , all dealers effecting transactions in the new exchange securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new exchange securities by brokers-dealers. New Exchange securities received by broker-dealers for their own account pursuant to the 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 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 resales new resells exchange securities that were received by it for its own account pursuant to the Exchange Offer 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company NII International Telecom S.C.A. will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company NII International Telecom S.C.A. has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Exchange Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Exchange Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive New 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 New 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 exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a 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 unregistered notes where such securities unregistered notes were acquired as a result of market-making activities or other trading activities. The company has To the extent any such broker-dealer participates in the exchange offer, we have agreed that, starting on the expiration date and ending on the close that for a period of business one year after the expiration date, it up to 180 days we will use commercially reasonable efforts to make this prospectus, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities resells exchange notes that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has We have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) exchange offer other than commissions or concessions of any brokers or dealers 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has In addition, all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such broker-dealer participates in the Exchange Offer, the Issuers have agreed that, starting on the expiration date and ending on the close for a period of business one year 120 days after the expiration datedate of this prospectus, 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 , , all dealers effecting transactions and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the new securities may be required to deliver a prospectusLetter of Transmittal. The company Issuers 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities 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 new securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securitiesnew securities. If the undersigned is a broker-dealer that will receive New Securities new securities for its own account in exchange for Securitiessecurities, 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 Securitiesnew 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 We may sell the securities for its own account pursuant to the 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 timetime pursuant to underwritten public offerings, may be used by negotiated transactions or block trades or through underwriters or dealers, through agents and/or directly to one or more purchasers, or a broker-dealer in connection with resales combination of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activitiesthese methods. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including the offering price of the securities and the proceeds to us, to the extent appropriate. Offers to purchase the securities being offered by this prospectus may be made directly solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement, to the extent appropriate. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such new securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resales new securities that were received compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by it for its own account pursuant underwriters to participating dealers will be provided in the applicable prospectus supplement, to the Exchange Offer extent appropriate. Underwriters, dealers and any broker or dealer that participates agents participating in a the distribution of such new the securities may be deemed to be an “underwriter” underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit of any such realized by them on resale of new the securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Actdiscounts and commissions. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectusWe may enter into agreements to indemnify underwriters, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. [If applicableAny common stock will be listed on the New York Stock Exchange, add information required but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by Regulation Spersons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKERallotments or short positions by making purchases in the open market or by exercising their over-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOallotment option, if any. Name: Address: Rider B In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the undersigned is not a broker-dealerapplicable prospectus supplement so indicates, in connection with those derivatives, the undersigned represents third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that it acquired in turn may sell the New Securities securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The material terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of 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 business for which they receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actcompensation.

Plan of Distribution. Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew 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 New Securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities New Securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities New Securities by brokers-dealers. New securities Securities received by broker-dealers for their own account pursuant to the 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 resales new securities resells New Securities that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 brokerBroker-dealer 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 broker-dealer that receives new securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a 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 where such securities were acquired as a result of market-making activities or other trading activities. The company Cricket has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year after the expiration dateconsummation of the exchange offer, 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 ___, ___, all dealers effecting transactions in the new securities exchange notes may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities exchange notes by brokers-dealers. New securities Exchange notes received by broker-dealers for their own account pursuant to the 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 methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesexchange notes. Any broker-dealer that resales new securities resells exchange notes that were received by it for its own account pursuant to the 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company Cricket will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Cricket has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesExchange Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Exchange Notes for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New SecuritiesExchange 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 broker-dealer that receives new securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.B

Plan of Distribution. Each broker-dealer that receives new securities Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateof the Exchange Offer, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 1933 Act and any profit of on any such resale of new securities Exchange Securities and any commissions commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 1933 Act. The Letter of Transmittal states that 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 1933 Act. For a period of one year 180 days after the expiration date, of the company Exchange Offer the Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Holders of the securities Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities 1933 Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW ¨ 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new We may sell the securities for its own account pursuant to the 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 timetime pursuant to underwritten public offerings, may be used by negotiated transactions, block trades or a broker-dealer in connection with resales combination of new securities received in exchange for securities where such securities were acquired as a result of market-making activities these methods or other trading activitiesthrough underwriters or dealers, through agents and/or directly to one or more purchasers. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 Exchange Offer may be sold distributed from time to time in one or more transactions in the over-the-counter markettransactions: • at a fixed price or prices, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, which may be changed; • at market prices prevailing at the time of resale, sale; • at prices related to such prevailing market prices prices; or • at negotiated prices. Any Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such resale securities, including • the name or names of any underwriters, dealers or agents; • the amounts of securities underwritten or purchased by each of them; • the purchase price of securities and the proceeds we will receive from the sale; • any over-allotment options under which underwriters may purchase additional securities from us; • any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation; • the public offering price of the securities; • any discounts, commissions or concessions allowed or reallowed or paid to dealers; and • any securities exchange or market on which the securities may be made directly listed. Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The name of the dealer and the terms of the transaction will be set forth in the prospectus supplement. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through brokers or dealers, and those dealers who may receive compensation in the form of discounts, concessions or commissions or concessions from any such broker-dealer the underwriters and/or commissions from the purchasers of any such new securitiesfor which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any broker-dealer that resales new securities that were received by it for its own account pursuant compensation paid to underwriters, dealers or agents in connection with the Exchange Offer offering of the securities, and any broker discounts, concessions or dealer that participates commissions allowed by underwriters to participating dealers will be provided in a the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of such new the 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” underwriters within the meaning of the Securities Act. For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to discounts and commissions received by them and any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 profit realized by them on resale of the securities (including any broker-dealers) may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. [28 Any common stock will be listed on the NYSE American, LLC or any other market for our common stock, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. If applicableindicated in the applicable prospectus supplement, add information required underwriters or other persons acting as agents may be authorized to solicit offers by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOinstitutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. Name: Address: Rider B These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the undersigned is not a broker-dealerapplicable prospectus supplement so indicates, in connection with those derivatives, the undersigned represents third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that it acquired in turn may sell the New Securities securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of 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 Securitiesbusiness for which they receive compensation. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.29

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 [ ], 1999, all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company Company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.B

Plan of Distribution. Each broker-dealer that receives new securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a 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 where such securities were acquired as a result of market-making activities or other trading activities. The company Cricket has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year after the expiration dateconsummation of the exchange offer, 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 _______, ____, all dealers effecting transactions in the new securities exchange notes may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities exchange notes by brokersbroker-dealers. New securities Exchange notes received by broker-dealers for their own account pursuant to the 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 methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesexchange notes. Any broker-dealer that resales new securities resells exchange notes that were received by it for its own account pursuant to the 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company Cricket will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Cricket has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesExchange Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Exchange Notes for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New SecuritiesExchange 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 broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Offered Securities where such securities Offered Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 ______ __, 200[_], all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus.1 The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesOffered 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 SecuritiesExchange 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 broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Notes where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year at least 120 days after the expiration date, it will consummation of the Exchange Offer to make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year at least 120 days after the expiration dateconsummation of the Exchange Offer, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel any Special Counsel for the holder holders of the securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities Notes participating in the Exchange Offer (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.D

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 in connection with any resale of such new securitiesExchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateconsummation of the Registered Exchange Offer, it 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 , [DATE], all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Issuers will not receive any proceeds from any exchange of Notes for Exchange Notes or from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 180 days after the expiration date, consummation of the company Registered Exchange Offer the Issuers will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has Issuers 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 broker-dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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 Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus (the “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 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 company Company has agreed that, starting on the expiration date the Exchange Offer Registration Statement is declared effective and ending on the close of business one year 90 days after the expiration such date, it they will make this prospectusProspectus, 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 prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokers-dealersBroker- Dealers. New securities Exchange Notes received by brokerBroker-dealers Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer and/or Dealer or the purchasers of any such new securitiesExchange Notes. Any brokerBroker-dealer Dealer that resales new securities resells 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 by][By] acknowledging that it will deliver and by delivering a prospectus, 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 one year 90 days after the expiration datedate the Exchange Offer Registration Statement is declared effective, the company will Company shall promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any brokerBroker-dealer Dealer that requests such documents [in the Letter of Transmittal]. The company 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 New Notes (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Items 507 and 508 of Regulation S-K Items 507 and/or 508.K.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW ☐ CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS NEW NOTES ACQUIRED AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETOTHERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED IN EXCHANGE FOR SUCH NEW NOTES. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesExchange Notes. If the undersigned is a broker-dealer Broker- Dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNew Notes, it represents that the New Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New SecuritiesExchange 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 broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration dateExpiration Date, 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 [ ], 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 90 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Company will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 We may sell the securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: ● at a fixed price or prices, which may be changed; ● at market prices prevailing at the time of sale; ● at prices related to such prevailing market prices; or ● at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best-efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, 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 as set forth in the form applicable prospectus supplement. No assurance can be given as to the liquidity of commissions or concessions from the trading market for any such broker-dealer and/or the purchasers of any such new our securities. Any brokerunderwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market-dealer making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, Commission rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any overallotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales new of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that were those transactions, once commenced, may be discontinued without notice. Certain of the underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course of their respective businesses. In no event will the commission or discount received by it for its own account pursuant to the Exchange Offer and any broker Financial Industry Regulatory Authority, or FINRA, member or independent broker- dealer that participates participating in a distribution of such new securities may be deemed to be an “underwriter” within the meaning exceed 8% of the Securities Act and any profit aggregate principal amount of any such resale the offering of new securities and any commissions in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation independent broker-dealer participates. WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement on Form S-3 that we filed with the Commission under the Securities Act. The Letter You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of Transmittal states that by acknowledging that it will deliver and by delivering a any date other than the date on the front cover of this prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning regardless of the time of delivery of this prospectus or any sale of securities. We file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings, including the registration statement and exhibits, are available to the public at the Commission’s website at xxxx://xxx.xxx.xxx. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. In addition, since we are also listed on the TASE, we submit copies of all our filings with the Commission to the Israeli Securities ActAuthority and the TASE. Such copies can be retrieved electronically through the TASE’s internet messaging system (xxx.xxxx.xxxx.xx.xx) and through the MAGNA distribution site of the Israeli Securities Authority (xxx.xxxxx.xxx.xxx.xx). We maintain an Internet site at xxx.xxxxxxxx.xxx. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. This prospectus does not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the Commission. For a period of one year after further information, we refer you to the expiration dateregistration statement, including its exhibits and schedules, that may be found at the company will promptly send additional copies of Commission’s website at xxxx://xxx.xxx.xxx. Statements contained in this prospectus and any amendment accompanying prospectus supplement about the provisions or supplement contents of any contract, agreement or any other document referred to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittalare not necessarily complete. The company has agreed to pay all expenses incident Please refer to the Exchange Offer (including the expenses of one counsel actual exhibit for the holder a more complete description 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 508matters involved.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Offer exchange offer must acknowledge that it will deliver a 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 company NII Capital Corp. has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year 180-days after the expiration dateconsummation of the exchange offer, 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 ___, ___, all dealers effecting transactions in the new exchange securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new exchange securities by brokers-dealers. New Exchange securities received by broker-dealers for their own account pursuant to the 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 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 resales new resells exchange securities that were received by it for its own account pursuant to the Exchange Offer 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company NII Capital Corp. will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company NII Capital Corp. has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 We may sell the securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: • at a fixed price or prices, which may be changed; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best-efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, 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 as set forth in the form applicable prospectus supplement. No assurance can be given as to the liquidity of commissions or concessions from the trading market for any such broker-dealer and/or the purchasers of any such new our securities. Any brokerunderwriter may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue any market-dealer making at any time, without prior notice. If underwriters or dealers are used in the sale, until the distribution of the securities is completed, Commission rules may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in certain transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or part of any overallotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling group members who sold those shares as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities to the extent that it discourages resales new of the securities. The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that were those transactions, once commenced, may be discontinued without notice. Certain of the underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course of their respective businesses. In no event will the commission or discount received by it for its own account pursuant to the Exchange Offer and any broker Financial Industry Regulatory Authority, or FINRA, member or independent broker- dealer that participates participating in a distribution of such new securities may be deemed to be an “underwriter” within the meaning exceed 8% of the Securities Act and any profit aggregate principal amount of any such resale the offering of new securities and any commissions in which that FINRA member or concessions received by any such persons may be deemed to be underwriting compensation independent broker-dealer participates. WHERE YOU CAN FIND MORE INFORMATION This prospectus is part of a registration statement on Form S-3 that we filed with the Commission under the Securities Act. The Letter You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of Transmittal states that by acknowledging that it will deliver and by delivering a any date other than the date on the front cover of this prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning regardless of the time of delivery of this prospectus or any sale of securities. We file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings, including the registration statement and exhibits, are available to the public at the Commission’s website at xxxx://xxx.xxx.xxx. You can request copies of these documents by writing to the Commission and paying a fee for the copying cost. In addition, since we are also listed on the Tel Aviv Stock Exchange, we submit copies of all our filings with the Commission to the Israeli Securities ActAuthority and the Tel Aviv Stock Exchange. Such copies can be retrieved electronically through the Tel Aviv Stock Exchange’s internet messaging system (xxx.xxxx.xxxx.xx.xx) and through the MAGNA distribution site of the Israeli Securities Authority (xxx.xxxxx.xxx.xxx.xx). We maintain an Internet site at xxx.xxxxxxxx.xxx. Webcasts of presentations we make at certain conferences may also be available on our website from time to time. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus. This prospectus does not contain all of the information included in the registration statement. We have omitted certain parts of the registration statement in accordance with the rules and regulations of the Commission. For a period of one year after further information, we refer you to the expiration dateregistration statement, including its exhibits and schedules, that may be found at the company will promptly send additional copies of Commission’s website at xxxx://xxx.xxx.xxx. Statements contained in this prospectus and any amendment accompanying prospectus supplement about the provisions or supplement contents of any contract, agreement or any other document referred to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittalare not necessarily complete. The company has agreed to pay all expenses incident Please refer to the Exchange Offer (including the expenses of one counsel actual exhibit for the holder a more complete description 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 508matters involved.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Offer exchange offer must acknowledge that it will deliver a 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 company NII Capital Corp. has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year 180-days after the expiration dateconsummation of the exchange offer, 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 _________, ___, all dealers effecting transactions in the new exchange securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new exchange securities by brokers-dealers. New Exchange securities received by broker-dealers for their own account pursuant to the 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 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 resales new resells exchange securities that were received by it for its own account pursuant to the Exchange Offer 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company NII Capital Corp. will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company NII Capital Corp. has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Exchange Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Exchange Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Exchange Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive New 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 New 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year 90 days after the expiration date, 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 ___, ___, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 90 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities New Notes where such securities New Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateof the Exchange Offer, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, of the company Exchange Offer the Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Holders of the securities New 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW ¨ 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 180 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesNotes nor will it have any such arrangements or understandings upon consummation of the Exchange Offer. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Notes for its own account in exchange for SecuritiesNotes, 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 SecuritiesNotes; 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 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 company has agreed that, starting on the expiration effective date of the registration statement to which this prospectus relates and ending on the close of business one year 180 days after the expiration such date, 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 , the time periods prescribed by applicable securities laws lapse, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 180 days after the expiration dateeffective date of the registration statement to which this prospectus relates, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a broker-dealer, the The undersigned represents to the Company: • that it acquired is acquiring the New Securities in the ordinary course of its business, ; • that it is has not engaged in, and does not intend to engage in, a the distribution of the New Securities Securities, and it has no arrangements arrangement or understandings understanding with any person to participate in a distribution of the New SecuritiesSecurities within the meaning of the Act; • that it is not an affiliate of the Company within the meaning of Rule 405 of the Act and as interpreted by the Commission; and • that it is not holding securities that have the status of an unsold allotment in the initial offering of the securities. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities for its own account in exchange for Securities, the undersigned further represents to the Company: • 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 • it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Plan of Distribution. Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration dateExpiration Date, it 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 Exchange Notes may be required to deliver a prospectus. prospectus.1 The company Issuers 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 Registration Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the Registration 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 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 one year 90 days after the expiration date, Expiration Date the company Issuers will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the Registration 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 transfer taxes. 1 In addition, the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.] will appear on the back cover page of the Registration Exchange Offer prospectus. ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW o 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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 broker-dealer that receives new We may sell the securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account time pursuant to underwritten public offerings, negotiated transactions, at the Exchange Offer market offerings, block trades or a combination of these methods. We may be sold sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions transactions: • at a fixed price, or prices, which may be changed from time to time; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Unless stated otherwise in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions, and the underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We or our agents may solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. In connection with the sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the related prospectus supplement. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. If stated in the applicable prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutions with whom these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts. The securities may or may not be listed on a national securities exchange or traded in the over-the-counter market, 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 as set forth in the form applicable prospectus supplement. No assurance can be given as to the liquidity of commissions or concessions from the trading market for any such broker-dealer and/or the purchasers of any such new our securities. Any broker-dealer that resales new securities that were received by it for its own account pursuant underwriter may make a market in these securities. However, no underwriter will be obligated to the Exchange Offer do so, and any broker underwriter may discontinue any market making at any time, without prior notice. If underwriters or dealer that participates dealers are used in a the sale, until the distribution of such new the securities is completed, SEC rules may be deemed to be an “underwriter” within limit the meaning of the Securities Act and any profit ability of any such resale underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of new securities and any commissions or concessions received by any such persons may be deemed underwriters are permitted to be underwriting compensation under engage in certain transactions that stabilize 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set forth on the cover page of the applicable prospectus supplement) other than commissions the representatives of the underwriters may reduce that short position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short position by exercising all or concessions part of any brokers over-allotment option we may grant to the underwriters, as described in the prospectus supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members. This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position or dealers to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and will indemnify selling group members who sold those shares as part of the holders offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the securities (including any broker-dealers) against certain liabilities, including liabilities under to the Securities Actextent that it discourages resales of the securities. [The transactions described above may have the effect of causing the price of the securities to be higher than it would otherwise be. If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a broker-dealercommenced, the undersigned represents representatives of the underwriters may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to engage in those transactions or that it acquired those transactions, once commenced, may be discontinued without notice. Certain of the New Securities underwriters or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course of its businesstheir respective businesses. In no event will the commission or discount received by any Financial Industry Regulatory Authority (“FINRA”), it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements member or understandings with any person to participate independent broker-dealer participating in a distribution of securities exceed 8% of the New Securities. If aggregate principal amount of the undersigned is a offering of securities in which that FINRA member or independent broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actparticipates.

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW |_| 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 Exchange Notes 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 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 Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, it 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Issuers will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 180 days after the expiration date, Expiration Date the company Issuers will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508._] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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 broker-dealer that receives new securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.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 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 Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration dateExpiration Date, 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus./1/ The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 90 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Notes (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 508.will appear on the back cover page of the Registered Exchange Offer prospectus. [_] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.---------------------------- ---------------------------------

Plan of Distribution. Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Initial Notes where such securities Initial Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 [ ], 200[ ], all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 by 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.___________________________________________ ___________________________________________

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 in connection with any resale of such new securitiesExchange Notes. This prospectusThe Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date and ending on the close of business one year after on the expiration date180th day following the Expiration Date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the 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 by 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 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 securitiesExchange Notes. Any broker-broker- dealer that resales new securities resells 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 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 one year 180 days after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add Add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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 broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 where such securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokers-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities Exchange Notes that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesExchange Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes, it represents that the Notes to be exchange for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New SecuritiesExchange 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 broker-dealer that receives new securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 __________, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Notes for its own account pursuant to the Exchange Registered Offer must acknowledge that it will deliver a 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 Existing Notes where such securities Existing Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _____, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus.(1) The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such Broker-Dealer participates in the Exchange Offer, the Company has agreed that, for a period of 90 days after the date of this prospectus, it will make this prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The company 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 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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.] Americas 91432700 ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER 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 the undersigned is not a brokerBroker-dealerDealer, 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 180 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 SecuritiesSecurities nor will it have any such arrangements or understandings upon consummation of the Exchange Offer. If the undersigned is a brokerBroker-dealer 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities New Securities where such securities New Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateeffective date of the Exchange Offer Registration Statement, 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 (90 days after the consummation of the Registered Exchange Offer), all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the 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 Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker dealer and/or or the purchasers of any such new securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 on any such resale of new securities 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 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 one year 180 days after the expiration dateconsummation of the Registered Exchange Offer, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [_] 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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. EXHIBIT A JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT [DATE] Reference is hereby made to the Registration Rights Agreement, dated as of April 17, 2014 (the “Registration Rights Agreement”), by and among Caesars Growth Properties Holdings, LLC, a Delaware limited liability company (the “Company”), Caesars Growth Properties Finance, Inc., a Delaware corporation (“Finance” and, together with the Company, the “Issuers”), Citigroup Global Markets Inc., as representative of the Initial Purchasers, concerning the registration rights relating to the Issuers’ $675,000,000 aggregate principal amount of their 9.375% Second-Priority Senior Secured Notes due 2022 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the respective meanings given to them in the Registration Rights Agreement.

Plan of Distribution. Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Initial Notes where such securities Initial Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year up to 90 days after the expiration dateExpiration Date, 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 , 200 , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus.1 The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year up to 90 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the securities Notes (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 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If will appear on 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 inside front cover page of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a Exchange Offer 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 180 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesNotes nor will it have any such arrangements or understandings upon consummation of the Exchange Offer. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Notes for its own account in exchange for SecuritiesNotes, 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 SecuritiesNotes; 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------ Address: ------------------------------------ ------------------------------------ Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 SecuritiesSecurities nor will it have any such arrangements or understandings upon consummation of the Exchange Offer. If the undersigned is a brokerBroker-dealer 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [_____] 199[_], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW |_| 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 __________, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _______________________________ Address: ____________________________ ____________________________ ____________________________ 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 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.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 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 Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, it 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Issuers will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 180 days after the expiration date, Expiration Date the company Issuers will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [____________________ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW |_| 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company U.S. Concrete has agreed that, starting beginning on the expiration date of consummation of the Registered Exchange Offer and ending on the close of business one year after the expiration dateconsummation of the Registered Exchange Offer, 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 , 2006, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 resales 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 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 one year after the expiration dateconsummation of the Registered Exchange Offer, the company U.S. Concrete will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company U.S. Concrete 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 brokerBroker-dealer 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 broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _______________, 2000, all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company In addition, all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such broker-dealer participates in the Exchange Offer, the Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration datedate of this prospectus, 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 , , all dealers effecting transactions and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the new securities may be required to deliver a prospectusLetter of Transmittal. The company Company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 brokerBroker-dealer 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of one year 180 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.B

Plan of Distribution. Each broker-dealer that receives new securities for its own account pursuant to the 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 company issuers have has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 ___, ___, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company issuers will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has issuers have agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Initial Notes where such securities Initial Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , 200 , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus.(1) The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the a Registered Exchange Offer (including or Shelf Registration, however in the latter case, it will pay the expenses of one counsel for the holder Holders of the securities) other than commissions or concessions of any brokers or dealers and Notes only if the Shelf Registration is not underwritten. The Company will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has agreed that, starting on the expiration date and ending on the close earlier of business one year after (i) the 90th day following the expiration datedate (or such longer period extended on a day-for-day basis if the company restricts the use of the prospectus during such period) and (ii) such time as no broker-dealer holds any new securities resale of which requires compliance with the prospectus delivery requirements of the Act (such period, “Exchange Offer Registration Period”), 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after During the expiration dateExchange Offer Registration Period, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Roll-Over Notes where such securities Roll-Over Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration dateExpiration Date, 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 , 199 , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus./1/ The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesExchange Notes. Any broker-broker- dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities Roll-Over 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 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 one year 90 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesRoll-Over Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders Holders of the securities Roll-Over Notes (including any broker-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 508.will appear on the back cover page of the Exchange Offer prospectus. [_] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.______________________________________ ______________________________________

Plan of Distribution. Each broker-dealer that receives new securities exchange notes for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a 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 where such securities were acquired as a result of market-making activities or other trading activities. The company Cricket has agreed that, starting beginning on the expiration date of consummation of the exchange offer and ending on the close of business one year after the expiration dateconsummation of the exchange offer, 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 , ___, all dealers effecting transactions in the new securities exchange notes may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities exchange notes by brokersbroker-dealers. New securities Exchange notes received by broker-dealers for their own account pursuant to the 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 methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securitiesexchange notes. Any broker-dealer that resales new securities resells exchange notes that were received by it for its own account pursuant to the 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 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 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 one year after the expiration dateconsummation of the exchange offer, the company Cricket will promptly send a reasonable number of additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Cricket has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, the undersigned represents that it acquired the New Securities Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the New SecuritiesExchange Notes. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities Exchange Notes for its own account in exchange for Securities, it represents that the Securities to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New SecuritiesExchange 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 broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 __________, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a brokerBroker-dealerDealer, 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 brokerBroker-dealer 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 broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Existing Notes where such securities Existing Notes were acquired as a result of market-making activities or other trading activities. The company Issuer has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 ________________, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. prospectus.(1) The company Issuer 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 Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.Exchange

Plan of Distribution. Each broker-dealer that receives new We may sell the securities for its own account pursuant being offered hereby: · directly to one or more purchasers; · through agents; · through dealers; · through underwriters; · through a combination of any of the Exchange Offer must acknowledge that it will deliver above methods of sale; or · through any other methods described in a prospectus supplement. We will identify the specific plan of distribution, including any direct purchasers, agents, dealers, underwriters and, if applicable, their compensation, the purchase price, the net proceeds to us, the public offering price, and any discounts or concessions allowed or reallowed or paid to dealers, in connection with any resale a prospectus supplement. The distribution of such new securities. This prospectus, as it securities may be amended or supplemented effected, 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 Exchange Offer may be sold from time to time in one or more transactions in the overtransactions, including block transactions, at-the-counter marketmarket offerings and transactions on The Nasdaq Global Market or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, in negotiated transactionswhich may be changed, 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 resalesale, at prices related relating to such the prevailing market prices or at negotiated prices. Any such resale The consideration may be made directly to purchasers cash or to another form negotiated by the parties. Agents, underwriters or through brokers or broker-dealers who may receive be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received from us or concessions from any such broker-dealer and/or the purchasers of any such new the securities. Offers to purchase the securities may be solicited directly by us or by agents designated by us from time to time. We will, in the prospectus supplement relating to an offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions we must pay. Any broker-such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. If a dealer that resales new is utilized in the sale of the securities that were received by it for its own account pursuant in respect of which this prospectus is delivered, we will sell the securities to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities dealer, as principal. The dealer, which may be deemed to be an “underwriter” underwriter as that term is defined in the Securities Act, may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. Dealer trading may take place in certain of the securities, including securities not listed on any securities exchange. If an underwriter or underwriters are utilized in the sale, we will execute an underwriting agreement with the underwriters at the time of sale to them and the names of the underwriters will be set forth in the applicable prospectus supplement, which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public. The obligations of underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities of a series if any are purchased. We may directly solicit offers to purchase the securities and we may make sales of securities directly to institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act and with respect to any profit resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such resale sales, including the terms of new securities any bidding or auction process, if used. Underwriters, dealers, agents and any commissions or concessions received by any such other persons may be deemed entitled, under agreements that may be entered into with us, 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that they may be required to make in respect thereof. [If applicableUnderwriters, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a broker-dealerdealers and agents may engage in transactions with, the undersigned represents that it acquired the New Securities or perform services for, us in the ordinary course of its business. Any person participating in the distribution of Class A common stock registered under the registration statement that includes this prospectus will be subject to applicable provisions of the Exchange Act and the applicable SEC rules and regulations, it is not including, among others, Regulation M, which may limit the timing of purchases and sales of our Class A common stock by any such person. Furthermore, Regulation M may restrict the ability of any person engaged in, and does not intend in the distribution of our Class A common stock to engage in, a distribution in market-making activities with respect to our Class A common stock. These restrictions may affect the marketability of New Securities our Class A common stock and it has no arrangements or understandings with the ability of any person or entity to participate engage in a distribution market-making activities with respect to our Class A common stock. In order to facilitate the offering of the New Securitiessecurities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for SecuritiesSpecifically, it acknowledges that it will deliver a prospectus any underwriters may overallot in connection with the offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any resale of such New Securities; however, by so acknowledging and by delivering a prospectusother securities, the undersigned will not be deemed to admit that it is an “underwriter” within underwriters may bid for, and purchase, the meaning securities or any such other securities in the open market. Finally, in any offering of the Securities Actsecurities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time.

Plan of Distribution. Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. This prospectusThe 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 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 company Company has agreed that, starting on the expiration date Expiration Date and ending on the close of business one year after on the expiration date[ ]th day following the Expiration Date, 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 , 199 , all dealers effecting transactions in the new securities New Securities may be required to deliver a prospectusprospectus1. The company Company will not receive any proceeds from any sale of new securities New Securities by brokersbroker-dealers. New securities Securities received by broker-dealers for their own account pursuant to the 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 resales new securities resells New Securities that were received by it for its own account pursuant to the 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 prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. -------------- 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. For a period of one year [ ] days after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW ------- [ ] 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 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 SecuritiesSecurities 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 Securities Act.

Plan of Distribution. Each broker-dealer that receives new securities Senior Discount Exchange Notes for its own account pursuant to the Senior Discount Notes Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesSenior Discount Exchange 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 Senior Discount Exchange Notes received in exchange for securities Senior Discount Notes where such securities Senior Discount Notes were acquired as a result of market-making activities or other trading activities. The company Holdings has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Senior Discount Exchange Notes may be required to deliver a prospectus. The company Holdings will not receive any proceeds from any sale of new securities Senior Discount Exchange Notes by brokersbroker-dealers. New securities Senior Discount Exchange Notes received by broker-dealers for their own account pursuant to the Senior Discount Notes 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 Senior Discount Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesSenior Discount Exchange Notes. Any broker-dealer that resales new securities resells Senior Discount Exchange Notes that were received by it for its own account pursuant to the Senior Discount Notes Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities Senior Discount 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 Senior Discount 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 prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” Aunderwriter@ within the meaning of the Securities Act. For a period of one year 180 days after the expiration date, the company Expiration Date Holdings will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Holdings has agreed to pay all expenses incident to the Senior Discount Notes Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesSenior Discount Notes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Senior Discount 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW |_| 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 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 SecuritiesSenior Discount Exchange Notes. If the undersigned is a broker-dealer that will receive New Securities Senior Discount Exchange Notes for its own account in exchange for SecuritiesSenior Discount 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 New SecuritiesSenior Discount 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 broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew 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 New 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 company has We have agreed that, starting on the expiration effective date of the registration statement of which this prospectus is a part and ending on the close of business one year 180-days after the expiration datesuch date or such shorter period as will terminate when all New Notes 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), it we 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 New Notes may be required to deliver a prospectus. The company We will not receive any proceeds from any sale of new securities New Notes by brokers-dealers. New securities Notes received by broker-dealers for their own account pursuant to the 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 Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesNew Notes. Any broker-dealer that resales new securities resells New Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities New 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 New 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 prospectus, 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 Act relating to any resale transaction. For a period of one year 180-days after the expiration dateeffective date of the registration statement of which this prospectus is a part or such shorter period as will terminate when all New Notes 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 company we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has We have agreed to pay all expenses incident to the 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 broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW o 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities Notes and it has no arrangements or understandings with any person Person to participate in a distribution of the New SecuritiesNotes. If the undersigned is a broker-dealer that will receive New Securities Notes for its own account in exchange for SecuritiesNotes, 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 SecuritiesNotes; 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 Exchange Notes 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 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 Series A Notes where such securities Series A Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. .] The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 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 one year 180 days after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSeries A Notes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Series A 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesSeries A 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 New SecuritiesExchange 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. ANNEX B Each broker-dealer that receives new securities Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto), 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 , [ ] 200[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 on any such resale of new securities 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 prospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year 180 days after the expiration date, Expiration Date (or such shorter period during which such broker-dealers are required by law to deliver such prospectus and any amendment or supplement thereto) the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the holder Holders of the securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [_] 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 ADVANCE STORES COMPANY, INCORPORATED $200,000,000 10-1/4% Senior Subordinated Notes due 2008 [Form Of] JOINDER TO THE REGISTRATION RIGHTS AGREEMENT -------------------------------------------- ___, 2001

Plan of Distribution. Each broker-dealer that receives new securities for its own account pursuant to the 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________ Address: _____________________ _____________________ 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 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.B

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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 New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities or Series A Bonds where such securities Securities or Series A Bonds were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date Expiration Date and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectusProspectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until __________, 199__, all dealers effecting transactions in the new securities New Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities New Securities by brokers-dealers. New securities Securities received by brokerBroker-dealers Dealers for their own account pursuant to the 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 brokerBroker-dealer Dealer and/or the purchasers of any such new securitiesNew Securities. Any broker-dealer Broker- Dealer that resales new securities resells New Securities that were received by it for its own account pursuant to the 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 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 Broker- Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of one year after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder holders of the securitiesSecurities and the Series A Bonds) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities Securities and the Series A Bonds (including any brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a brokerBroker-dealerDealer, 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 not entered into arrangements or understandings with any person Person to participate in a distribution of the New Securities. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities and the Series A Bonds 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 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 company has agreed that, starting on the expiration effective date of the registration statement to which this prospectus relates and ending on the close of business one year 180 days after the expiration such date, 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 , the time periods prescribed by applicable securities laws lapse, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales resells new securities that were received by it for its own account pursuant to the 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 one year 180 days after the expiration dateeffective date of the registration statement to which this prospectus relates, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a broker-dealer, the The undersigned represents to the Company: • that it acquired is acquiring the New Securities in the ordinary course of its business, it is ; • that its has not engaged in, and does not intend to engage in, a the distribution of the New Securities Securities, and it has no arrangements arrangement or understandings understanding with any person to participate in a distribution of the New SecuritiesSecurities within the meaning of the Act; • that it is not an affiliate of the Company within the meaning of Rule 405 of the Act and as interpreted by the Commission; and • that it is not holding securities that have the status of an unsold allotment in the initial offering of the securities. If the undersigned is a brokerBroker-dealer Dealer that will receive New Securities for its own account in exchange for Securities, the undersigned further represents to the Company: • 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 • it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Plan of Distribution. Each broker-dealer that receives new securities Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange 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 Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , 200 , all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW o 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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.. QuickLinks Exhibit 4.19 April 25, 2002 ANNEX A ANNEX B ANNEX C PLAN OF DISTRIBUTION

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , 199 , all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. prospectus.1 The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities Exchange Securities received by broker-dealers for their own account pursuant to the a 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 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident incidental to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.including

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 in connection with any resale of such new securitiesNew Securities. This prospectusThe 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 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 company Company has agreed that, starting on the expiration date Expiration Date and ending on the close of business one year after on the expiration datefirst anniversary following the Expiration Date, 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 _________________, 19__, all dealers effecting transactions in the new securities New Securities may be required to deliver a prospectus. prospectus.(1) The company Company will not receive any proceeds from any sale of new securities New Securities by brokersbroker-dealers. New securities Securities received by broker-dealers for their own account pursuant to the 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 resales new securities 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 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 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 one year after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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.B

Plan of Distribution. Each brokerBroker-dealer Dealer that receives new securities Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date Expiration Date and ending on the close of business [one year year] after the expiration dateExpiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Issuers will not receive any proceeds from any sale of new securities Exchange Securities by brokersBrokers-dealersDealers. New securities Exchange Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such new securitiesExchange Securities. Any brokerBroker-dealer Dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 securities Exchange 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 prospectus, 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 one year after the expiration dateExpiration Date, the company Issuers will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the 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 brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesSecurities 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 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. Please confirm that the foregoing correctly sets forth the agreement among the Company, Holdings and the Initial Purchasers. Very truly yours, AMERICAN AXLE & MANUFACTURING, INC. By /s/ Xxxx X. Xxxxxxx ------------------------------- Name: Title: AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. By /s/ Xxxxxxx X. Xxxxxxxxx ------------------------------- Name: Title: Accepted: CHASE SECURITIES INC., By /s/ Xxx Xxxxxxxx -------------------------- Authorized Signatory XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION, By /s/ Xxxxxxx X.X. Xxxxxx -------------------------- Authorized Signatory XXXXXX XXXXXXX & CO. INCORPORATED, By /s/ Xxxxx X. Xxxxxx -------------------------- Authorized Signatory

Plan of Distribution. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 brokerBroker-dealer 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 company has We have agreed that, starting on the expiration effective date of the registration statement of which this Prospectus is a part and ending on the close of business one year 180-days after the expiration datesuch date or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, it we will make this prospectusProspectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until ___, 200___, all dealers effecting transactions in the new securities New Securities may be required to deliver a prospectus. The company We will not receive any proceeds from any sale of new securities New Securities by brokers-dealers. New securities Securities received by brokerBroker-dealers Dealers for their own account pursuant to the 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 brokerBroker-dealer Dealer and/or the purchasers of any such new securitiesNew Securities. Any brokerBroker-dealer Dealer that resales new securities resells New Securities that were received by it for its own account pursuant to the 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 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 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 one year 180-days after the expiration dateeffective date of the registration 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, the company we will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The company has We have agreed to pay all expenses incident to the 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 brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a brokerBroker-dealerDealer, 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 Person to participate in a distribution of the New Securities. If the undersigned is a brokerBroker-dealer 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 Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , [ ] 199[ ], all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new securities Exchange 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 securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Securities by brokersbroker-dealers. New securities 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 securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or 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 securitiesExchange Securities. Any broker-dealer that resales new securities resells 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 on any such resale of new securities 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesSecurities) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 Exchange Offer exchange offer must acknowledge that it will deliver a 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 company has We have agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration date, it we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200_, all dealers effecting transactions in the new exchange securities may be required to deliver a prospectus. The company prospectus./(1)/ We 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 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 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 resales new resells exchange securities that were received by it for its own account pursuant to the Exchange Offer 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 letter of Transmittal transmittal states that 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 one year 180 days after the expiration date, the company date we will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter letter of Transmittaltransmittal. The company has We have agreed to pay all expenses incident to the Exchange Offer 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________________ /(1)/ In addition, add information the legend required by Item 502(e) of Regulation S-K Items 507 and/or 508.will appear on the back cover page of the Exchange Offer prospectus. [ ] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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 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 Exchange Securities. If the undersigned is a broker-dealer that will receive New Exchange Securities for its own account in exchange for SecuritiesInitial 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 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 Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Securities were acquired as a result of market-making activities or other trading activities. The company has Issuers have agreed that, starting on the expiration date Expiration Date and ending on the close of business [one year year] after the expiration dateExpiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. The company Issuers will not receive any proceeds from any sale of new securities Exchange Securities by brokersBrokers-dealersDealers. New securities Exchange Securities received by brokerBroker-dealers Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerBroker-dealer Dealer and/or the purchasers of any such new securitiesExchange Securities. Any brokerBroker-dealer Dealer that resales new securities resells Exchange Securities that were received by it for its own account pursuant to the 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 securities Exchange 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 prospectus, 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 one year after the expiration dateExpiration Date, the company Issuers will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. The company has Issuers have agreed to pay all expenses incident to the 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 brokerBroker-dealersDealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW ¨ 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 the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Securities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.:

Plan of Distribution. Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a 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 Existing Notes where such securities Existing Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , 199 , all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. */ The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells Exchange Notes that were received by it for its own account pursuant to the 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 ---------- */ 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. 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or dealers and will indemnify the holders 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW |___| 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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 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 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 Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company Company will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 180 days after the expiration date, Expiration Date the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company 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 securitiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW [ ] 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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.. Schedule I Pinnacle Foods Corporation PF Sales, LLC PF Distribution, LLC Pinnacle Foods Brands Corporation PF Standards Corporation Pinnacle Foods Management Corporation PF Sales (N. Central Region) Corp.

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 in connection with any resale of such new securitiesNew Securities. This prospectusThe 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 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 company Company has agreed that, starting on the expiration date Expiration Date and ending on the close of business one year after on the expiration datefirst anniversary following the Expiration Date, 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 , 199 , all dealers effecting transactions in the new securities Exchange Securities may be required to deliver a prospectus. prospectus.*/ The company Company will not receive any proceeds from any sale of new securities New Securities by brokersbroker-dealers. New securities Securities received by broker-dealers for their own account pursuant to the 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 resales new securities 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 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 prospectus, 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 one year after the expiration dateExpiration Date, the company Company will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Company has agreed to pay all expenses incident to the 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 Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: 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 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 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 company has agreed that, starting on the expiration date and ending on the close of business one year six months after the expiration date, 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 , [insert date on which dealer prospectus delivery requirement under the Act expires], all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company 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 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 resales new securities that were received by it for its own account pursuant to the 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 one year six months after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the 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 Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 the undersigned is not a brokerBroker-dealerDealer, 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 brokerBroker-dealer 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 ActAct of 1933, as amended.

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 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 Notes where such securities Notes were acquired as a result of market-making activities or other trading activities. The company Issuer has agreed that, starting on the expiration date and ending on the close for a period of business one year 180 days after the expiration dateExpiration Date, 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 _______________, 199_, all dealers effecting transactions in the new securities Exchange Notes may be required to deliver a prospectus. The company Issuer will not receive any proceeds from any sale of new securities Exchange Notes by brokersbroker-dealers. New securities Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or or the purchasers of any such new securitiesExchange Notes. Any broker-dealer that resales new securities resells 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 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 one year 180 days after the expiration date, Expiration Date the company Issuer will promptly send additional copies of this prospectus Prospectus and any amendment or supplement to this prospectus Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder Holders of the securitiesNotes) other than commissions or concessions of any brokers or broker-dealers and will indemnify the holders Holders of the securities Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW / / 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 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 SecuritiesExchange Notes. If the undersigned is a broker-dealer that will receive New Securities Exchange Notes for its own account in exchange for SecuritiesNotes 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 SecuritiesExchange 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.