 The New Notes are being offered in order to satisfy registration rights previously granted to the holders of the Old Notes. The terms of the New Notes are substantially identical to those of the Old Notes, except that the New Notes have been registered under the Securities Act, will not have securities law transfer restrictions or registration rights, bear a different CUSIP number and ISIN number from the Old Notes, and are issuable in minimum denominations of 1,000 and integral multiples of 1,000 in excess thereof. 