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notes at a rate of interest, relative to our then-existing credit profile, equal to that of the Securities Act. However,old notes, if such old notes have not then been prepaid or retired.

We expressly reserve the right to purchase any old notes that remain outstanding after the expiration date.

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•

unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy.

The new notes will be effectively subordinated to our secured indebtedness to the extent of the value of the property securing that indebtedness.

        The new notes will not be secured by any of our or our subsidiaries' assets. As a result, the new notes and the guarantees, if any are given in the future by our subsidiaries, will be effectively subordinated to our and such subsidiary guarantors' indebtedness with respect to the assets that secure such indebtedness. As of September 30, 2012,March 31, 2013, we had unsecured indebtedness of approximately $2.5$3.0 billion and guarantees of subsidiary indebtedness of approximately $650.0$794.1 million secured by pledges of the equity of such subsidiaries, and our subsidiaries had approximately $1.8$1.9 billion of secured indebtedness outstanding. In addition, we and our subsidiaries may incur additional secured debt in the future. As a result of this effective subordination, upon a default in payment on, or the acceleration of, any of this secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of our company or a subsidiary, the proceeds from the sale of assets securing our or such subsidiary's secured indebtedness will be available to pay obligations on the new notes and other unsecured obligations only after such secured debt has been paid in full. Consequently, the holders of the new notes may receive less, ratably, than the holders of secured debt in the event of our or our subsidiaries' bankruptcy, insolvency, liquidation, dissolution or reorganization, even if those subsidiaries in the future guarantee the new notes.

The new notes will be structurally subordinated to all obligations of our existing and future subsidiaries.

        The new notes will not be guaranteed by any of our subsidiaries on the date the new notes are issued. The new notes will be required to be guaranteed by each of our existing and subsequently acquired or organized subsidiaries that guarantee certain of our indebtedness. Except for any future subsidiary guarantors of the new notes, our subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the new notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan, or other payment. The new notes will be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary such that in the event of bankruptcy, insolvency, liquidation, reorganization, dissolution, or other winding up of any such subsidiary, all of that subsidiary's creditors (including trade creditors) would be entitled to payment in full out of that subsidiary's assets before we would be entitled to any payment.

The indenture governing the new notes permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

        For the nine monthesthree months ended September 30, 2012,March 31, 2013, our subsidiaries represented substantially all of our consolidated revenue. As of September 30, 2012,March 31, 2013, our subsidiaries held 100% of our aircraft assets and had $1.8approximately $1.9 billion of total indebtedness, all of which would be structurally senior to the new notes.

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        In addition, our subsidiaries that provide future note guarantees of the new notes will be automatically released from those note guarantees upon the occurrence of certain events, including the following:

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the release or discharge of each guarantee that resulted in the obligation of such subsidiary guarantor to guarantee the new notes; or



•

the sale or other disposition, including the sale of substantially all the assets, of that subsidiary guarantor.

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        If any note guarantee of the new notes is released, no holder of the new notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the new notes. See "Description of Notes—Note guarantees."

We may not be able to repurchase the new notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding new notes and existing notes at 101% of their principal amount, plus accrued and unpaid interest to the purchase date. Additionally, under certain of the agreements governing our other indebtedness, a change of control (as defined therein) may constitute an event of default thereunder permitting the lenders to accelerate the maturity of such indebtedness or requiring us to offer to purchase such other indebtedness, often at a premium. The source of funds for any purchase of the new notes, existing notes and other debt securities and repayment of accelerated indebtedness would be our available cash or cash generated from our subsidiaries' operations or other sources, including borrowings, sales of assets, or sales of equity. We may not be able to repurchase the new notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and to repay our other indebtedness that will become due. If we fail to repurchase the new notes in that circumstance, we will be in default under the indenture governing the new notes and existing notes. In addition, our ability to repurchase the new notes also may be limited by law. In order to avoid the obligations to repurchase the new notes and existing notes and resulting events of default and potential breaches of our various credit facilities, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

        In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture governing the new notes, constitute a "change of control" that would require us to repurchase the new notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the new notes. See "Description of Notes—Repurchase at the option of holders—Change of control."

        The exercise by the holders of the new notes and existing notes of their right to require us to repurchase the new notes and existing notes pursuant to a change of control offer could cause a default under the agreements governing our other indebtedness, including future agreements, even if the change of control itself does not cause such a default, due to the financial effect such repurchases could have on us. In the event a change of control offer is required to be made at a time when we are prohibited from purchasing the new notes and existing notes, we could attempt to refinance the borrowings that contain such prohibitions. If we do not obtain a consent or repay those borrowings, we will remain prohibited from purchasing the new notes and existing notes. In that case, our failure to purchase tendered new notes and existing notes would constitute an event of default under the indenture which may,could, in turn, constitute a default under some or all of our other indebtedness. Finally, our ability to pay cash to the holders of the new notes and existing notes upon a repurchase may be limited by our then existing financial resources.

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Holders of the new notes may not be able to determine when a change of control giving rise to their right to have the new notes repurchased has occurred following a sale of "substantially all" of our assets.

        One of the circumstances under which a change of control may occur is upon the sale, lease or other transfer of "all or substantially all" of our consolidated assets. There is no precise, established definition of the phrase "substantially all" under applicable law and the interpretation of that phrase will likely depend upon particular facts and circumstances. Accordingly, the ability of a holder of the new notes to determine that such holder may require us to repurchase its new notes as a result of a sale of all or substantially all of our consolidated assets to another person may be uncertain.

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Federal and state fraudulent transfer and conveyance laws may permit a court to void the new notes and/or the note guarantees, if any; and if that occurs, you may not receive any payments on the new notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the new notes and the incurrence of the note guarantees, if any. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the new notes or the guarantees, if any, thereof could be voided as a fraudulent transfer or conveyance if we or any of the subsidiary guarantors, as applicable, (a) issued the new notes or incurred the note guarantees with the intent of hindering, delaying, or defrauding creditors, or (b) received less than reasonably equivalent value or fair consideration in return for issuing the new notes or incurring the note guarantees, and, in the case of (b) only, one of the following is also true at the time thereof:

•

we or any of the subsidiary guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the new notes or the incurrence of the note guarantees;



•

the issuance of the new notes or the incurrence of the note guarantees left us or any of the subsidiary guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business; or



•

we or any of the subsidiary guarantors, as applicable, intended to, or believed that we or such subsidiary guarantor would, incur debts beyond our or such subsidiary guarantor's ability to pay as they mature.

        As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its note guarantee to the extent the subsidiary guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the new notes.

        We cannot be certain as to the standards a court would use to determine whether or not we or a subsidiary guarantor were insolvent at the relevant time or, regardless of the standard that a court uses, whether the new notes or the note guarantees, if any, would be subordinated to our or any of our subsidiary guarantors' other debt. In general, however, a court would deem an entity insolvent if:

•

the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they became due.

        If a court were to find that the issuance of the new notes or the incurrence of a note guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the new notes or that note guarantee, could subordinate the new notes or that note guarantee to presently

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existing and future indebtedness of ours or of the related subsidiary guarantor, or could require the holders of the new notes to repay any amounts received with respect to that note guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the new notes. Further, the avoidance of the new notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of that debt.

        Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the new notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of the new notes engaged in some type of inequitable conduct, (2) the

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inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of the new notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

A lower than expected rating of our debt or lowering or withdrawal of such rating by rating agencies may increase our future borrowing costs and reduce our access to capital.

        Our debt currently is not rated by S&P, Moody's Investors Service, Inc., or Fitch, and any future rating assigned to our debt by any such rating agency may be lower than expected and could be lowered or withdrawn entirely by athat rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. The new notes are rated A- by Kroll Bond Rating Agency, but that agency could lower or withdraw entirely that rating. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the new notes. Credit ratings are not recommendations to purchase, hold or sell the new notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the new notes.

        Any unexpected rating or future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating assigned to the new notes is lower than expected or subsequently lowered or withdrawn for any reason, you may experience a significant dimunition in the value of your new notes.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the Registration Rights Agreements.        We will not receive any cash proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in a like principal amount. Any old notes that are properly tendered and exchanged pursuant to theThe exchange offer will be retiredis intended to satisfy our obligations under the Amended Note Purchase Agreement.

RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows our ratio of earnings to fixed charges for the periods indicated:

        The ratio of earnings to fixed charges is computed by dividing our earnings, which consist of net income (loss) before income taxes and cancelled. Accordingly,our fixed charges (adjusted for capitalized interest), by our fixed charges, which consist of interest incurred, including the amortization of debt issuance costs, and the estimated interest component of the new notes will not result in any change in outstanding indebtedness.rent expense.

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CAPITALIZATION

        The following table sets forth as of March 31, 2013:

•

our unaudited cash and cash equivalents and actual capitalization; and



•

our unaudited cash and cash equivalents and capitalization on an as adjusted basis to give effect to the issuance of September 30, 2012. the new notes offered hereby (excluding fees and expenses) assuming that all holders of outstanding old notes tender such old notes in the exchange offer and receive new notes.

You should read the information set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes incorporated by reference in this prospectus from our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.March 31, 2013 and our other financial statements and related notes incorporated by reference in this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following table sets forth selected financial data for Air Lease Corporation and subsidiaries. The historical results presented are not necessarily indicative of future results. You should read this information in conjunction with the financial statements and related notes incorporated by reference in this prospectus.

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THE EXCHANGE OFFER

Purpose of the exchange offer

        We issued $450.0 million aggregate principal amount of old notes and $50.0 million aggregate principal amount ofthe old notes on September 26,January 20, 2012, and October 3, 2012, respectively, in transactionsa transaction exempt from the registration requirements of the Securities Act.Act, pursuant to that certain Note Purchase Agreement, dated as of January 20, 2012, between the Company and each of the purchasers listed in Schedule A thereto (the "Original Purchase Agreement"). Accordingly, the old notes may not be reoffered, resold or otherwise transferred unless so registered or unless an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is applicable.

        In connection with the salesentry into that certain Amendment to Note Purchase Agreement, amending the Original Purchase Agreement effective as of April 29, 2013 (the "Amendment"), between the Company and certain holders of the old notes signatory thereto, we entered into Registration Rights Agreements. The Registration Rights Agreements require us to:agreed to use our commercially reasonable efforts:

•

use our commercially reasonable effortsto the extent not prohibited by any applicable law or any applicable interpretations of the staff of the SEC, to file a registration statement with the SEC providing for the exchange offer and to complete the exchange offer on or prior to June 23, 2013, to avoid certain registration default obligations under the Registration Rights Agreements;



•

use our commercially reasonable efforts to cause the registration statement to remain effective until 180 days after the last date of acceptance for exchange of the old notes;offer; and



•

use our commercially reasonable efforts to complete the exchange offer nonot later than 45 days after the date thesuch registration statement is declared effective.effective, which 45-day period we refer to as the "Completion Period."

        We are making the exchange offer to satisfy our obligations under the exchange offer covenant contained in the Amended Note Purchase Agreement. In the event that (a) we determine that registration for the exchange offer is not available for any reason, including that the exchange offer is prohibited by any applicable law or any applicable interpretations of the staff of the SEC, or (b) the exchange offer is not for any other reason completed on or before the 120^th day (the "Target Registration Rights Agreements.Date") following the effective date of the Amendment, which 120-day period we refer to as the "Target Period," then additional interest shall accrue on the then remaining principal amount of the old notes at a rate of 0.50% per annum, commencing on the first day (the "Step-Up Date") following the Target Registration Date. The rate of such additional interest shall increase by an additional 0.50% per annum on each subsequent anniversary of the Step-Up Date, until the exchange offer has been completed or, if an exchange offer is not completed, until the old notes mature.

Terms of the exchange offer

        We are offering, to exchange, subject to the terms and conditions described in this prospectus and in the letter of transmittal accompanying this prospectus, $500.0 millionto exchange up to $151,614,000 of aggregate principal amount of new notes registered under the Securities Act for old notes. For old notes validly tendered and not validly withdrawn, holders of old notes will be eligible to receive the sameexchange consideration set forth under "—Exchange consideration" below. Holders whose old notes are accepted for exchange will be entitled to receive accrued and unpaid interest in respect of such old notes to, but not including, the settlement date, and will be required to pay the amount of accrued and unpaid interest on the new notes issued to such holders which accrued prior to the settlement date, in the amount and form set forth under "—Exchange consideration" below. The amount of such interest on such old notes less such interest on such new notes, which may be a positive or negative number, is referred to herein as the "Accrued Interest Adjustment Amount."

        Old notes must be tendered in minimum denominations of $100,000 original face amount and integral multiples of $1,000 original face amount in excess thereof. New notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If, under the terms of the exchange offer, a tendering holder would be entitled to receive new notes in a principal amount that is not an integral multiple of $1,000, we will round down such principal amount of new notes to the nearest integral multiple of $1,000. In the event that a holder would otherwise be entitled to receive a new note in a principal amount of less than $1,000, such holder will receive a cash

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payment in relation to such fractional new note on the basis set forth below under "—Minimum tender denominations and fractions" (the "Cash Rounding Amount").

        No alternative, conditional or contingent tenders will be accepted.

        From time to time before or after the expiration date, we or our affiliates may acquire any old notes that are not tendered and accepted in the exchange offer or any new notes issued in the exchange offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemption or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the Amended Note Purchase Agreement governing the old notes and the indenture governing the new notes), which with respect to the old notes may be more or less than the consideration to be received by participating holders in the exchange offer, and in either case, could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives or combinations thereof we or our affiliates may choose to pursue in the future.

        We originally issued $155,000,000 aggregate principal amount of old notes. On January 30, 2013, we made a scheduled prepayment of $11,050,000 principal amount of the old notes at par, reducing the aggregate principal amount of the old notes to $143,950,000. As of the date of this prospectus, $143,950,000 in remaining aggregate principal amount of the old notes is outstanding. We refer to the face amount of principal for which old notes were originally issued as the "original face amount." Only a holder of the old notes (or the holder's legal representative or attorney-in-fact) may participate in the exchange offer.

        We will accept old notes as validly tendered old notes when, as and if it has given oral or written notice of acceptance to the exchange agent. The termsexchange agent will act as agent for the tendering holders of old notes. If you are the record owner of your old notes and you tender your old notes directly to the exchange agent, you will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. If you own your old notes through a broker or other nominee, and your broker or nominee tenders the old notes on your behalf, they may charge you a fee for doing so. You should consult with your broker or nominee to determine whether any charges will apply.

Neither we, nor the exchange agent or any other person, has made a recommendation to any holder of old notes, and each is remaining neutral as to whether you should tender your old notes in the exchange offer. You must make your own investment decision with regards to the exchange offer based upon your own assessment of the market value of the old notes, your liquidity needs and your investment objectives.

Exchange consideration

        For each $1,000 original face amount of old notes that are validly tendered, not properly withdrawn prior to the expiration of the exchange offer for the new notes, and accepted for exchange, the holder of such old notes will receive $978.15 principal amount of new notes, as adjusted for the Accrued Interest Adjustment Amount. The exchange consideration, as expressed per $1,000 currently remaining principal amount of old notes that are validly tendered, not properly withdrawn prior to the expiration of the exchange offer for the new notes, and, accepted for exchange is $1,053.24 principal amount of new notes, as adjusted for the Accrued Interest Adjustment Amount.

        Holders whose old notes are accepted for exchange will be entitled to receive accrued and unpaid interest in respect of such old notes to, but not including, the settlement date, and will be required to pay the amount of accrued and unpaid interest on the new notes issued to such holders which accrued prior to the settlement date. The amount of such interest on such old notes less such interest on such new notes, which may be a positive or negative number, is referred to herein as the "Accrued Interest Adjustment Amount." Pursuant to the Amended Note Purchase Agreement, if the Accrued Interest

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Adjustment Amount is positive, the Company may, at its option, pay such holders (a) an amount of cash equal to the Accrued Interest Adjustment Amount or (b) the principal amount of new notes that results from multiplying the currently remaining aggregate principal amount of such old notes that are validly tendered (and not properly withdrawn) and accepted for exchange by the Adjusted Interest Factor. If the Accrued Interest Adjustment Amount is negative, the Company will reduce the principal amount of the new notes to be issued to such holders by the principal amount of new notes described in clause (b) above. Consistent with the Amended Note Purchase Agreement, the "Adjusted Interest Factor" will be substantially identicalcalculated in accordance with the following formula:

((ACC7.375-ACC5.625) / (1 + (ACC5.625 / ($1,000 × BXRAT))) / 1.08) / $1,000

where "ACC7.375" equals the accrued and unpaid interest on $1,000 currently remaining principal amount of old notes as of the settlement date, "ACC5.625" equals the accrued and unpaid interest on $1,000 principal amount of new notes as of the settlement date, and "BXRAT" equals 1.053241.

        The new notes issued in the exchange offer will be issued with accrued interest from the date of the most recent interest payment on the existing notes, which is expected to be April 1, 2013.

        The final Accrued Interest Adjustment Amount and, when such amount is positive, the form of payment in cash or additional new notes, will be determined by the Company and will be made publicly available through the filing of a Form 8-K by the Company with the SEC by no later than 9:00 a.m., New York City time, on the first business day following the expiration date. The maximum amount of cash that may be paid in respect of the Accrued Interest Adjustment Amount, assuming that all material respects tooutstanding old notes are validly tendered (and not properly withdrawn) and accepted for exchange, is $2,234,804.

Minimum tender denominations and fractions

        Old notes must be tendered in minimum denominations of $100,000 original face amount and integral multiples of $1,000 original face amount in excess thereof. New notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If, under the terms of the exchange offer or in payment of accrued and unpaid interest on the old notes, except that:

•

the new notes will have been registered under the Securities Act, will not contain transfer restrictions and will not bear legends restricting their transfer;



•

the new notes will nota tendering holder would be entitled to registration rights under the Registration Rights Agreements; and



•

thereceive new notes in a principal amount that is not an integral multiple of $1,000, we will round down such principal amount of new notes to the nearest integral multiple of $1,000. The rounded amount will be the principal amount of new notes you will receive. We will pay to such tendering holder an amount in cash (rounded down to the nearest $0.01 with half a cent being rounded up) on the settlement date for any fractional portion of new notes that such holder would otherwise be entitled to receive.

Funding of cash payments

        The Company will use working capital to pay the Accrued Interest Adjustment Amount, if such amount is paid in cash, and the Cash Rounding Amount to tendering holders whose old notes are validly tendered (and not contain terms providingproperly withdrawn) and accepted for the payment of additional interest due to default in the performance of certain of our obligations under the Registration Rights Agreements.

        For additional information, see "Description of Notes."exchange.

Expiration date; extensions and amendmentsamendments; termination

        The exchange offer expires at 5:00 p.m., New York City time, on ,June 20, 2013, unless we, in our sole discretion, decide to extend the exchange offer. The date, as it may be extended, is referred to herein as the "expiration date." We do not currently intend to extend the expiration date. The expiration date will be at least 20 business days after the commencement of the exchange offer. We expressly reserve the right, at any time or from time to time, to extend the period of time for which the exchange offer is open, and thereby delay acceptance for exchange of any old notes. In the event of a material change in the terms of the exchange offer, including the waiver of a material condition, we will extend the expiration date if necessary so that at least five business days remain in the exchange offer following notice to holders of old notes of such

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material change. We will extend the expiration date, if at all, by giving oral or written notice of the extension to the exchange agent and by a public announcement no later than 9:00 a.m., New York City time, on the next business day after the

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previously scheduled expiration date. During any extension, all old notes previously tendered will remain subject to the exchange offer unless properly withdrawn.

        Pursuant to the Amended Note Purchase Agreement, we may elect not to complete the exchange offer during any applicable period between a record date and a corresponding interest payment date on the old notes or the new notes, which are from and including January 15 through and including January 30 (or if January 30 is not a business day, then the next succeeding business day), from and including July 15 through and including July 30 (or if July 30 is not a business day, then the next succeeding business day), from and including March 15 through and including April 1 (or if April 1 is not a business day, then the next succeeding business day), and from and including September 15 through and including October 1 (or if October 1 is not a business day, then the next succeeding business day) (each such period, an "exchange suspension period"). The Target Period and the Completion Period, as applicable, shall be extended by the number of days in any exchange suspension period if we elect to suspend the Target Period or Completion Period for such applicable exchange suspension period. If we so elect, we will extend the expiration date. For purposes of the definition of "exchange suspension period," "business day" has the meaning ascribed to "Business Day" in the Amended Note Purchase Agreement.

        In the event that we do not complete an exchange offer timely, or at all, we will be required to pay additional interest on the then remaining principal amount of old notes, as described above under "—Purpose of the exchange offer."

        We expressly reserve the right to:

•

terminate or amend the exchange offer and not accept for exchange any old notes not previously accepted for exchange upon the occurrence of any of the events specified in this section under the heading "The exchange offer—Conditions to the exchange offer";offer," and



•

amend the terms of the exchange offer in any manner, whether before or after any tender of the old notes.

However, any such termination or amendment could cause us to fail to conform with our obligations under the exchange offer covenant in the Amended Note Purchase Agreement, which would be a default thereunder.

        If any termination or amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give oral or written notice to the holders of the old notes as promptly as practicable.

        The prospectus, the letter of transmittal and other relevant materials are being provided to registered holders of old notes and furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the noteholder list or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of old notes.

        If we make a material change in the terms of the exchange offer or the information concerning the exchange offer, or if we waive a material condition of the exchange offer, we will extend the exchange offer consistent with Rule 13e-4 under the Exchange Act. The SEC has taken the position that the minimum period during which an offer must remain open following material changes in the terms of the exchange offer or information concerning the exchange offer (other than a change in price or a change of more than two percent in percentage of securities sought, for which an extension of ten business days is required) will depend upon the facts and circumstances, including the relative materiality of the terms or information. In the event of a material change in the terms of the exchange

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offer, including the waiver of a material condition, we will extend the expiration date if necessary so that at least five business days remain in the exchange offer following notice to holders of old notes of such material change. For purposes of the exchange offer, a "business day" means any day other than a Saturday, Sunday or a date on which commercial banks infederal holiday, and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City are authorizedtime.

        We also expressly reserve the right (1) to delay acceptance for exchange of any old notes tendered pursuant to the exchange offer, regardless of whether any such old notes were previously accepted for exchange, in order to extend the expiration date and (2) at any time, or requiredfrom time to time, to amend the exchange offer in any manner which would not adversely affect the holders of old notes. Any decision to delay exchange of old notes that we have accepted for payment will be consistent Rule 14e-1(c) under the Exchange Act, which requires that a bidder must pay the consideration offered or return the securities deposited by lawor on behalf of security holders promptly after the termination or withdrawal of any offer. Any extension, delay in payment, or amendment will be followed as promptly as practicable by press release or public announcement thereof, such announcement in the case of an extension to remain closed.be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by issuing a release to Business Wire.

        Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the old notes for new notes as soon as reasonably practicablepromptly following the expiration date and our acceptance of validly tendered old notes. Pursuant to the Amended Note Purchase Agreement, we have the ability to elect not to close the exchange offer during an exchange suspension period; if we so elect, we will extend the expiration date.

How to tender old notes for exchange

        Only a record holder of the old notes may tender in the exchange offer. When the holder of the old notes tenders and we accept old notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of the old notes who desires to tender old notes for exchange must, at or prior to 5:00 p.m., New York City time, on the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with the old notes being tendered and all other documents required by such letter of transmittal, to the exchange agent at the address set forth below under the heading "The Exchange Offer—The exchange agent";



•

if the old notes are tendered pursuant to the book-entry procedures set forth below, an "agent's message," as defined below, must be transmitted by The Depository Trust Company ("DTC") to the exchange agent at the address set forth below under the heading "The exchange offer—Exchange Offer—The exchange agent," and the exchange agent must receive, at or prior to 5:00 p.m., New York City time, on the expiration date, a confirmation of the book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, along with the agent's message; or



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if time will not permit the required documentation to reach the exchange agent before 5:00 p.m., New York City time, on the expiration date, or the procedures for book-entry transfer cannot be completed by 5:00 p.m., New York City time, on the expiration date, the holder may effect a tender by complying with the guaranteed delivery procedures described below under the heading "The exchange offer—Exchange Offer—Guaranteed delivery procedures."

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        The term "agent's message" means a message that:

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is electronically transmitted by DTC;



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is received by the exchange agent and forms a part of a book-entry transfer;



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states that DTC has received an express acknowledgement that the tendering holder has received and agrees to be bound by, and makes each of the representations and warranties contained in, the letter of transmittal; and



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states that we may enforce the letter of transmittal against such holder.

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        By transmitting an agent's message, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by the terms of the letter of transmittal just as if you had signed it.

        The method of delivery of the old notes, the letter of transmittal or the agent's message and all other required documents transmitted to the exchange agent is at the election and sole risk of the holder. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or old notes should be sent directly to us.

        Signatures on a letter of transmittal must be guaranteed unless the old notes surrendered for exchange are tendered:

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by a holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



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for the account of an eligible institution. The term "eligible institution" means an institution that is a member in good standing of a Medallion Signature Guarantee Program recognized by the exchange agent, for example—the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Signature Program. An eligible institution includes firms that are members of a registered national securities exchange, members of the National Association of Securities Dealers, Inc.,Financial Industry Regulatory Authority, commercial banks or trust companies having an office in the United States or certain other eligible guarantors.

        If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If old notes are registered in the name of a person other than the person who signed the letter of transmittal, the old notes tendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the registered holder's signature guaranteed by an eligible institution.

        We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of old notes tendered for exchange and all other required documents. We reserve the absolute right to:

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reject any and all tenders of any old note not validly tendered;



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refuse to accept any old note if, in our judgment or the judgment of our counsel, acceptance of the old note may be deemed unlawful;



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waive any defects, irregularities or conditions of the exchange offer; and



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determine the eligibility of any holder who seeks to tender old notes in the exchange offer.

        Our determinations under, and of the terms and conditions of, the exchange offer, including the letter of transmittal and the instructions to it, or as to any questions with respect to the tender of any old notes, will be final and binding on all parties. To the extent we waive any conditions to the

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exchange offer, we will waive such conditions as to all old notes. Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor will any of us incur any liability for failure to give such notification.

        If you beneficially own old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf.

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        WE MAKE NO RECOMMENDATION TO THE HOLDERS OF THE OLD NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD NOTES IN THE EXCHANGE OFFER. IN ADDITION, WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OLD NOTES MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD NOTES TO TENDER, AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISORS, IF ANY, BASED ON THEIR FINANCIAL POSITIONS AND REQUIREMENTS.

Book-entry transfers

        Any financial institution that is a participant in DTC's system must make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's Automated Tender Offer Program. Such participant should transmit its acceptance to DTC at or prior to 5:00 p.m., New York City time, on the expiration date, or comply with the guaranteed delivery procedures described below. DTC will verify such acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent's message. The letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address set forth below under "—The exchange agent" at or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer, or the holder must comply with the guaranteed delivery procedures described below.

Guaranteed delivery procedures

        If a holder of the old notes desires to tender such old notes and the holder's old notes are not immediately available, or time will not permit such holder's old notes or other required documents to reach the exchange agent before 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

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at or prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a validly completed and executed notice of guaranteed delivery, substantially in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, setting forth the name and address of theeach registered holder of the old notes being tendered and the certificate numbers (if applicable) and the original face amount of the old notes being tendered. The notice of guaranteed delivery will state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a validly completed and executed letter of transmittal with any required signature guarantees or an agent's message and any other documents required by the letter of transmittal, will be transmitted to the exchange agent; and

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the exchange agent receives the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a validly completed and executed letter of transmittal with any required signature guarantees or an agent's message and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        The notice of guaranteed delivery must be received prior to 5:00 p.m., New York City time, on the expiration date.