 MTI intends to use the net proceeds of the Offering i to repay all of its outstanding fixed rate term loans, ii to repay all of its outstanding borrowings under its revolving credit facility and iii the remainder for general corporate purposes. The Notes and the guarantees thereof will be offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended the Securities Act. The Notes and the guarantees thereof will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. 