Exhibit 99.2
FORM OF
SUPPLEMENT TO
CONSENT SOLICITATION STATEMENT
HEALTHSOUTH CORPORATION
Solicits Consents and Waivers Relating to its
$[________] Aggregate Principal Amount of [_____]% Senior Notes due [____]
(CUSIP No. [______])
This Supplement (the "Supplement") of HEALTHSOUTH Corporation
("HEALTHSOUTH", "we" or "us") supplements and amends our Consent Solicitation
Statement dated March 16, 2004, as previously amended (the "Consent
Solicitation Statement") and related Consent Forms (the "Consent Form")
pursuant to which we are soliciting (the "Consent Solicitation") consents
("Consents") of Holders (as defined below) as of the Record Date (as defined
below) of the $[________] outstanding aggregate principal amount of our
[________]% Senior Notes due [________] (the "Notes") to proposed amendments
(the "Proposed Amendments") to certain provisions of the Indenture dated as of
[________] (the "Indenture"), between HEALTHSOUTH, as issuer, and [________],
as trustee (the "Trustee").
The term "Record Date" means 5:00 p.m., New York City time, on March
15, 2004, and the term "Holder" means (1) each person shown on the records of
the registrar for the Notes as a holder on the Record Date or (2) any other
person who has been authorized by proxy or in any other manner acceptable to
HEALTHSOUTH to vote the applicable Notes on behalf of such Holder.
In this Supplement, we are supplementing and amending the Consent
Solicitation to:
o extend the Expiration Date until 11:59 p.m., New York City
Time, on May 20, 2004 (the "Expiration Date"), unless
further extended by us; and
o eliminate the Condition to this Consent Solicitation that we
receive valid and unrevoked consents from a majority in
aggregate principal amount of holders of our [________]%
Senior Notes due [________] which would make this Consent
Solicitation independent of each of the consent
solicitations for our other issues of Senior Notes and
Senior Subordinated Notes.
Except as set forth herein, no other terms of the Consent
Solicitation have been amended or supplemented and remain as set forth in the
Consent Solicitation Statement. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given to them in the Consent
Solicitation Statement.
As used herein, the term "Conditions" shall mean the Conditions as
amended in this Supplement. In the event that the Conditions described in the
Consent Solicitation Statement are satisfied or waived, including the receipt
of the Requisite Consents (i.e., consent of Holders of a majority in
outstanding principal amount of Notes), we will pay to Holders who deliver
valid and unrevoked Consents prior to the Expiration Date the Consent Fee.
Holders of Notes for which no Consent is delivered will not receive a Consent
Fee, even though the Proposed Amendments and Waivers, if approved, will bind
all Holders and their transferees.
Each Holder who Consents to the Proposed Amendments will also be
waiving with respect to the Notes all alleged and potential defaults under the
Indenture relating to events occurring on or prior to the effectiveness of the
Proposed Amendments and any and all rights to cause the principal of, and
accrued interest on, the Notes to become immediately due and payable as a
result of such alleged and potential defaults (the "Waivers"). Except where
the context otherwise requires, references in this Supplement to Consents to
the Proposed Amendments will also include Consents to the Waivers.
Holders who have previously delivered properly executed Consent Forms
to the Information Agent may revoke such Consents at anytime prior to the date
on which the Trustee under the Indenture receives evidence that the Requisite
Consents have been obtained in accordance with the terms of the Indenture (the
"Consent Date").
Regardless of the outcome of the Consent Solicitation, the Notes will
continue to be outstanding and will continue to bear interest as provided in
the Indenture. The changes included in the Proposed Amendments will not alter
our obligation to pay the principal of or interest on the Notes or alter the
stated interest rate, maturity date or redemption provisions of the Notes.
PRIOR TO DELIVERING ANY CONSENT, YOU ARE ENCOURAGED TO READ AND
CONSIDER CAREFULLY THIS SUPPLEMENT IN CONJUNCTION WITH THE CONSENT
SOLICITATION STATEMENT AND THE CONSENT FORMS PREVIOUSLY DISTRIBUTED TO YOU.
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WE HAVE NOT FILED ANY QUARTERLY OR ANNUAL REPORT WITH THE SEC FOR PERIODS
AFTER SEPTEMBER 30, 2002, AND WE HAVE CAUTIONED THAT THE FINANCIAL
INFORMATION CONTAINED IN PREVIOUSLY FILED REPORTS SHOULD NOT BE RELIED UPON.
ACCORDINGLY, NO FINANCIAL STATEMENTS ARE AVAILABLE FOR ANY PRIOR PERIOD,
AND YOU SHOULD NOT RELY ON OUR FINANCIAL STATEMENTS AND
REPORTS PREVIOUSLY FILED WITH THE SEC.
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The Solicitation Agent for the Consent Solicitation is:
Credit Suisse First Boston
See "Risk Factors" beginning on page [__] of the Consent Solicitation
Statement for a discussion of some of the risks you should consider before you
consent to the Proposed Amendments and Waivers.
The date of this Supplement is May 14, 2004.
MODIFICATION TO THE CONSENT SOLICITATION
Expiration Date
On April 29, 2004, we announced the extension of the Expiration Date
to 11:59 p.m., New York City Time, on May 13, 2004. The Expiration Date of the
Consent Solicitation is hereby further extended to 11:59 p.m., New York City
Time, on May 20, 2004, unless further extended by us.
Revocation
Consents may be revoked at any time prior to the Consent Date. All
prior Consents that are not validly revoked prior to the Consent Date by the
Holder granting such Consent in accordance with the procedures set forth in
the Consent Solicitation Statement will be valid Consents.
Elimination of Condition to the Consent Solicitation
Holders are urged to read the description of the Proposed Amendments
included in the Consent Solicitation Statement dated March 16, 2004, as
previously amended. The Proposed Amendments and Waivers constitute a single
proposal and a consenting Holder must Consent to the Proposed Amendments and
Waivers as an entirety and may not consent selectively with respect to certain
of the Proposed Amendments or Waivers.
In addition to the Consent Solicitation, we are concurrently
soliciting consents of holders of our other issues of Senior Notes to proposed
amendments to, and waivers under, the indentures governing such notes that are
substantially similar to the Proposed Amendments and Waivers, to the extent
applicable.
As initially submitted to Holders, our obligation to accept valid and
unrevoked Consents in respect of the Notes and to pay the Consent Fee in
respect of such Consents was conditioned upon satisfaction, or waiver by
HEALTHSOUTH, of the following conditions: (1) receipt of the Requisite
Consents prior to the Expiration Date, (2) the execution by us and the Trustee
of a Supplemental Indenture embodying the Proposed Amendments, (3) receipt
prior to the Expiration Date of valid and unrevoked consents from holders of
our [________]% Senior Notes due [________] representing not less than a
majority in aggregate principal amount outstanding and (4) the absence of any
law or regulations which would, and the absence of any injunction or action or
other proceeding (pending or threatened) which (in the case of any action or
proceeding if adversely determined) would, make unlawful or invalid or enjoin
the implementation of the Proposed Amendments and Waivers or the payment of
the Consent Fee or that would question the legality or validity thereof.
We are hereby amending the terms of this Consent Solicitation to
eliminate the Condition that we receive prior to the Expiration Date valid and
unrevoked consents from holders of our [________]% Senior Notes due [________]
representing not less than a majority in aggregate principal amount
outstanding of such notes. Accordingly, the Proposed Amendments could become
effective with respect to the Notes upon receipt of the Requisite Consents and
execution by us and the Trustee of the Supplemental Indenture.
In light of this amendment to the Consent Solicitation, the
Supplemental Indenture embodying the Proposed Amendments will only apply to
the Notes, even though our [________]% Senior Notes due [________] are also
governed by the Indenture. Our [________]% Senior Notes due [________] would
not be subject to the Proposed Amendments even though such notes are also
governed by the Indenture, unless the conditions to the consent solicitation
governing such notes are independently satisfied.
This Consent Solicitation is now independent of each of the consent
solicitations for any other issue of our outstanding notes, including our
[________]% Senior Notes due [________]. Similarly, the consent solicitation
for our [________]% Senior Notes due [________] is independent of this Consent
Solicitation.
A copy of the revised Form of Supplemental Indenture, marked to
indicate changes from the Form of Supplemental Indenture attached to the
Consent Solicitation Statement dated April 29, 2004, is attached hereto as
Exhibit A.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NO OTHER TERMS OF THE
CONSENT SOLICITATION HAVE BEEN SUPPLEMENTED OR AMENDED AND REMAIN AS SET FORTH
IN THE CONSENT SOLICITATION STATEMENT. COPIES OF THE INDENTURE ARE AVAILABLE
FROM THE INFORMATION AGENT UPON REQUEST.
CONSENT SOLICITATION MATTERS
Holders who have previously delivered Consents in accordance with the
procedures set forth in the Consent Solicitation Statement and who still wish
to Consent with respect to their Notes in the Consent Solicitation, as
modified and amended by the Supplement, do not need to take any further
action.
WE ARE NOT DELIVERING A SUPPLEMENTAL CONSENT FORM TO HOLDERS. HOLDERS
MAY CONTINUE TO USE EITHER THE CONSENT FORM DELIVERED TO HOLDERS WITH THE
CONSENT SOLICITATION STATEMENT DATED MARCH 16, 2004 OR THE CONSENT FORM
DELIVERED TO HOLDERS WITH THE SUPPLEMENT DATED APRIL 29, 2004. Holders who
wish to Consent must deliver their properly completed and executed Consent
Form to the Information Agent at the address set forth on the back cover page
of this Supplement, the Consent Solicitation Statement and in the Consent Form
in accordance with the instructions set forth in the Consent Solicitation
Statement and the Consent Form.
CONSENTS SHOULD NOT BE DELIVERED TO HEALTHSOUTH, THE TRUSTEE OR THE
SOLICITATION AGENT. HOWEVER, WE RESERVE THE RIGHT TO ACCEPT ANY CONSENT
RECEIVED BY HEALTHSOUTH, THE TRUSTEE OR THE SOLICITATION AGENT.
Subject to applicable laws, we reserve the right, in our sole
discretion and regardless of whether any of the Conditions have been
satisfied, at any time prior to the Expiration Date, to (1) extend the
Expiration Date, (2) amend the terms of the Consent Solicitation or (3) modify
the form or amount of the consideration to be paid pursuant to the Consent
Solicitation. In addition, we reserve the right, in our sole discretion, to
extend, amend or modify any or all of the consent solicitations for our Senior
Notes in any manner we deem appropriate, including paying higher or lower
consent fees than the Consent Fee proposed to be paid hereunder. If we make a
material change to the terms of the Consent Solicitation, we will promptly
disclose such change in a manner reasonably calculated to inform the Holders
of such change and extend the Consent Solicitation for a period we deem to be
adequate to permit Holders to deliver and/or revoke their Consents.
You should direct any questions concerning the terms of the Consent
Solicitation to the Solicitation Agent at the address or telephone number set
forth on the back cover page hereof.
You should direct any requests for assistance in completing and
delivering Consent Forms or requests for additional copies of this Supplement,
the Supplement dated April 29, 2004, the Consent Solicitation Statement,
Consent Forms or other related documents to the Information Agent at the
address or telephone number set forth on the back cover page hereof.
In making a decision in connection with the Consent Solicitation,
Holders must rely on their own examination of HEALTHSOUTH and the terms of the
Consent Solicitation, including the merits and risks involved. Holders should
not construe the contents of this Supplement or the Consent Solicitation
Statement as providing any legal, business, financial or tax advice. Each
Holder should consult with its own legal, business, financial and tax advisors
with respect to any such matters concerning this Supplement or the Consent
Solicitation Statement and the Consent Solicitation contemplated hereby and
thereby.
Exhibit A
Form of
SUPPLEMENTAL INDENTURE
(as to [________]% Senior Notes due [________])
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[_____], 2004, among HealthSouth Corporation, a Delaware corporation (the
"Company"), and [________], as trustee under the Indenture referred to below
(the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of [________], providing for
the issuance of an aggregate principal amount of $[________] million of
[________]% Senior Notes due [________] (the "[________] Notes") and an
aggregate principal amount of $[________] million of [________]% Senior Notes
due [________] (the "[________] Notes," and together with the [________]
Notes, the "Notes");
WHEREAS, the Special Committee of the Board of Directors of the
Company has determined that it is in the best interests of the Company to
authorize and approve the amendments to the Indenture (the "Proposed
Amendments") set forth in this Supplemental Indenture;
WHEREAS, Section [____] of the Indenture provides that the Company
and the Trustee may amend the Indenture [or the Notes, as to a single maturity
or all of the Notes,] with the written consent of the Holders of a majority in
principal amount of the then outstanding Notes to be affected thereby
("Requisite Consent");
WHEREAS, this Supplemental Indenture and the Proposed Amendments
contemplated herein shall only apply to the [________] Notes;
WHEREAS, the Company has distributed Consent Solicitation Statements,
dated March 16, 2004 (as supplemented and amended, the "Solicitation
Statements"), and accompanying Consent Forms to the Holders of the [________]
Notes in connection with the Proposed Amendments as described in the
Solicitation Statements;
WHEREAS, the Requisite Consent to the Proposed Amendments to the
provisions of the Indenture have been received by the Company and the Trustee
and all other conditions precedent, if any, provided for in the Indenture
relating to the execution of this Supplemental Indenture have been complied
with as of the date hereof; and
WHEREAS, the execution and delivery of this Supplemental Indenture
have been duly authorized by the Company and all conditions and requirements
necessary to make this instrument a valid and binding agreement have been duly
performed and complied with;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the [________] Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. DEFINITIONS.
(a) Section 1.01 of the Indenture solely as it relates to the
[________] Notes is hereby amended to include the following new definitions:
""Digital Hospital" means the planned 219-bed acute care hospital
located on Highway 280 in Birmingham, Alabama replacement for the HealthSouth
Medical Center.
"Digital Hospital Transaction" means any sale, joint venture, sale
leaseback or other related financing transaction involving the Digital
Hospital.
"Fiscal Year" means the twelve month period ending on December 31.
"Historical Reports" means the Annual Report(s) on Form 10-K
containing audited financial statements required to be filed with the
Commission for any Fiscal Year ended on or prior to December 31, 2003.
"Report Date" means the date on which the Company shall deliver the
Supplemental Report.
"Senior Notes" means our 6.875% Senior Notes due 2005, 7.000% Senior
Notes due 2008, 8.500% Senior Notes due 2008, 7.375% Senior Notes due 2006,
8.375% Senior Notes due 2011 and 7.625% Senior Notes due 2012.
"Senior Subordinated Notes" means our 10.750% Senior Subordinated
Notes due 2008.
"Supplemental Report" means the Annual Report on Form 10-K for the
Fiscal Year ending December 31, 2004, containing audited financial statements
required to be filed with the Commission pursuant to the Exchange Act for the
Fiscal Year ending on December 31, 2004."
(b) Section 1.01 of the Indenture solely as it relates to the
[________] Notes is hereby amended to replace the period at the end of the
existing definition of "Attributable Indebtedness" with a semicolon and to
insert thereafter the following new language:
"and provided further, that Attributable Indebtedness
incurred in connection with the Digital Hospital Transaction shall be
limited to Indebtedness incurred on a recourse basis by the Company
or a Subsidiary of the Company (other than a Joint Venture formed for
the purpose of owning, running, operating or managing the Digital
Hospital) or Indebtedness with respect to which the Company or any
such Subsidiary is otherwise liable on a recourse basis."
(c) Section 1.01 of the Indenture solely as it relates to the
[________] Notes is hereby amended to replace the period at the end of the
existing definition of "Refinancing Indebtedness" with a semicolon and to
insert thereafter the following new language:
"and provided further that: so long as (y) the Company
designates such Indebtedness as Refinancing Indebtedness and (z) the
net proceeds of such Refinancing Indebtedness are not used for any
purpose other than refinancing existing indebtedness or a repayment
of revolving Bank Debt, such Indebtedness shall constitute
Refinancing Indebtedness notwithstanding that it is not immediately
applied to the refunding, refinancing, repurchase or extension of
other Indebtedness."
(d) Section 1.01 of the Indenture solely as it relates to the
[________] Notes is hereby amended to delete the "and" at the end of existing
clause (iv) of the existing definition of "Permitted Investments", to replace
the period at the end of the existing clause (v) with a semicolon and to
insert thereafter the following new clause (vi):
"and (vi) any Investment arising from the transfer of assets
made pursuant to the Digital Hospital Transaction."
3. REPORTS. Section 4.02 of the Indenture solely as it relates to the
[________] Notes is hereby amended by deleting the section in its entirety and
replacing it with the following:
"From and after the Report Date and for all periods ending on or
after December 31, 2005, whether or not required by the rules and
regulations of the Commission, so long as any Notes are outstanding,
the Company shall file with the Commission, to the extent such
filings are accepted by the Commission, and shall furnish (within 15
days after such filing) to the Trustee and to the Holders all
quarterly and annual reports and other information, documents and
reports that would be required to be filed with the Commission
pursuant to Section 13 of the Exchange Act if the Company were
required to file under such section. In addition to the foregoing,
the Company shall file the Historical Reports with the Commission on
or prior to June 30, 2005 and the Supplemental Report on or prior to
December 31, 2005. The Company shall also furnish to the Trustee and
to the Holders all other quarterly and annual reports and other
information, documents and reports required to be filed with the
Commission promptly after such reports and other information and
documents are filed with the Commission. In addition, the Company
shall make such information available to prospective purchasers of
the Notes, securities analysts and broker-dealers who request it in
writing. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt
of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein,
including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on
Officers' Certificates)."
4. LIMITATION ON EXISTING INDEBTEDNESS AND SUBSIDIARY PREFERRED
STOCK. Section 4.11(b) of the Indenture solely as it relates to the [________]
Notes is hereby amended to delete the "and" at the end of existing clause (v)
and to replace the existing clause (vi) with the following new clauses (vi)
and (vii):
"(vi) the Company may incur Indebtedness consisting of Bank Debt in
an aggregate principal amount at any time outstanding not to exceed
$750,000,000; and (vii) the Subsidiaries of the Company may incur
Indebtedness, including all Refinancing Indebtedness incurred in
exchange for, or the net proceeds of which are applied to refund,
refinance or extend, any Indebtedness incurred pursuant to this
clause (vii), in an aggregate principal amount at any time
outstanding not to exceed $250,000,000, in addition to Existing
Indebtedness and other Indebtedness permitted to be incurred by
Subsidiaries of the Company pursuant to the foregoing clauses (ii) -
(vi)."
5. EVENTS OF DEFAULT.
(a) Section 6.01(e) of the Indenture solely as it relates to the
[________] Notes is hereby amended to insert the following new language
immediately following the semicolon at the end of existing Section 6.01(e):
"provided however, that from and after the date upon which
this Supplemental Indenture becomes effective in accordance with the
terms of the Indenture, any such acceleration by holders of our
Senior Notes or Senior Subordinated Notes shall not constitute an
Event of Default under this Section 6.01(e) solely as it relates to
the [________] Notes until (i) the trustee or the requisite number of
registered holders of such indebtedness have made a demand for
payment to the Company and (ii) the trustee or the requisite number
of registered holders of such indebtedness have obtained a judgment
from a court of competent jurisdiction ordering the Company to pay
all amounts owing under such other series of our Senior Notes or
Senior Subordinated Notes, as the case may be, that has effectively
accelerated such indebtedness in accordance with the terms of the
applicable indenture;"
(b) Section 6.01 of the Indenture solely as it relates to the
[________] Notes is hereby amended to delete the word "or" from the end of
existing paragraph (f), to replace the period at the end of existing paragraph
(g) with a semi-colon and to include the following new paragraphs (h) and (i):
"(h) the Company shall fail to file the Historical Reports with the
Commission on or prior to June 30, 2005; or
(i) the Report Date does not occur on or prior to December 31, 2005."
6. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
9. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company. The Trustee accepts the
trusts created by the Indenture, as amended and supplemented by this
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as amended and supplemented by this Supplemental
Indenture.
10. RATIFICATION OF INDENTURE; SUPPLEMENTAL PART OF INDENTURE. Except
as specifically amended and supplemented by this Supplemental Indenture, the
Indenture shall remain in full force and effect and is hereby ratified and
confirmed. This Supplemental Indenture shall form a part of the Indenture
solely with respect to the [________] Notes for all purposes, and every holder
of a [________] Note heretofore or hereafter authenticated and delivered shall
be bound hereby. This Supplemental Indenture shall become effective as of the
date hereof at such time as executed counterparts of this Supplemental
Indenture have been delivered by each party hereto to the other party hereto;
provided, however, that no provision of this Supplemental Indenture shall be
effective or binding on the parties hereto unless (i) such provision complies
with the Trust Indenture Act and (ii) Holders of the requisite principal
amount of [________] Notes have provided consents (and not thereafter validly
revoked such consent) to such provision on or prior to the date hereof.
11. VALIDITY; ENFORCEABILITY. In case any provisions in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
12. THIRD-PARTY BENEFICIARY. Nothing in this Supplemental Indenture,
express or implied, shall give to any Person, other than the parties hereto
and their successors under the Indenture and the Holders of the [________]
Notes, any benefit or any legal or equitable right, remedy or claim under the
Indenture.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of [ ], 2004.
HEALTHSOUTH CORPORATION
By: ___________________________
Name:
Title:
[________], AS TRUSTEE
By: ___________________________
Name:
Title:
Delivery of a Consent Form to an address other than the address
listed below or transmission of instructions by facsimile other than as set
forth below is not valid delivery of the Consent Form. However, we reserve the
right to accept Consent Forms delivered by any reasonable means or in any form
that reasonably evidences the giving of Consent. The Consent Form and any
other required documents should be sent or delivered by each Holder or such
Holder's broker, dealer, commercial bank, trust company or other nominee to
the Information Agent at its address or facsimile number set forth below.
The Information Agent for the Consent Solicitation is:
INNISFREE M&A INCORPORATED
Delivery to Innisfree M&A Incorporated, the Information Agent for the
Consent Solicitation:
By Regular or Certified Mail: By Hand or by Overnight Mail or Courier:
Innisfree M&A Incorporated Innisfree M&A Incorporated
P.O. Box 5143 501 Madison Avenue, 20th Floor
New York, NY 10150-5143 New York, NY 10022
By Facsimile
(Eligible Guarantor Institutions Only):
212-750-5799
To Confirm Facsimile Receipt by Telephone
(Eligible Guarantor Institutions Only)
212-750-5833
For Information:
Noteholders Call Toll-Free:
888-750-5834
Banks and Brokers Call Collect:
212-750-5833
Questions and requests for assistance or for additional copies of the
Supplement, the Consent Solicitation Statement and Consent Form may be
directed to the Information Agent at its telephone numbers and locations
listed above. All questions regarding the terms of the Consent Solicitation
shall be directed to the Solicitation Agent at the telephone number and
address set forth below. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Consent
Solicitation.
The Solicitation Agent for the Consent Solicitation is:
CREDIT SUISSE FIRST BOSTON LLC
11 Madison Avenue
New York, NY 10010
U.S. Toll Free:
1-800-820-1653
Attn: Liability Management Group