The aggregate principal amount of New Notes to be issued pursuant to the Exchange Offer and the Concurrent Offer is expected to total up to US$600 million.

Subject to the terms and conditions of the Exchange Offer, each eligible holder who validly tenders and does not withdraw its Existing Notes will receive New Notes in the same principal amount as the Existing Notes accepted for exchange plus a cash consideration payment (the “Cash Consideration Payment”). The Cash Consideration Payment to be paid for Existing Notes validly tendered and not withdrawn by the early submission deadline of 5:00 p.m. (EST) on May 4, 2006 is $80.11 per $1,000 principal amount of Existing Notes, which includes an early submission cash payment of $12.50 per $1,000 principal amount of Existing Notes. Holders of Existing Notes who tender after the early submission deadline will receive the Cash Consideration Payment less the early submission cash payment of $12.50, or $67.61 per $1,000 principal amount of Existing Notes. In addition, holders will receive additional cash consideration of $7.83 per US$1,000 principal amount of the Existing Notes accepted into the offer, calculated based on the pricing of the New Notes to be issued pursuant to the Concurrent Offer. Eligible holders whose tendered Existing Notes are accepted will also receive an amount in cash equal to the accrued and unpaid interest in respect of the Existing Notes to (but excluding) the settlement date.

The New Notes will bear an annual interest rate of 8.25% and will be due May 23, 2016. The Exchange Offer will expire at 5:00 p.m. (EST) on May 18, 2006, unless extended, and the settlement date for the New Notes is expected to be May 22, 2006.