Obbligazione America Bank 3.004% ( US06051GHC69 ) in USD

America Bank

100 USD ▲

Stati Uniti

US06051GHC69 ( in USD )

3.004% per anno ( pagato 2 volte l'anno)

19/12/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Bank of America US06051GHC69 in USD 3.004%, scaduta

1 000 USD

5 991 837 000 USD

06051GHC6

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

Bank of America è una delle più grandi istituzioni finanziarie globali, operante nel settore bancario, della gestione patrimoniale e dei servizi finanziari.

La presente analisi finanziaria si concentra su un'obbligazione emessa da Bank of America, una delle principali istituzioni finanziarie globali con sede negli Stati Uniti, caratterizzata dalla sua vasta operatività nel settore bancario e dei servizi finanziari, identificata dal codice ISIN US06051GHC69 e dal codice CUSIP 06051GHC6; questa emissione, con un paese di origine negli Stati Uniti e quotata in USD, ha raggiunto il suo prezzo di mercato del 100%, riflettendo il rimborso alla pari, e offriva un tasso di interesse fisso del 3,004%; l'operazione ha coinvolto una dimensione totale di emissione pari a 5.991.837.000 USD, con un lotto minimo di acquisto stabilito a 1.000 USD; originariamente con una data di scadenza fissata al 19 dicembre 2023 e una frequenza di pagamento semestrale, l'obbligazione è giunta a naturale maturazione ed è stata interamente rimborsata, come confermato dai dati disponibili; la solidità creditizia dell'emittente, Bank of America, era supportata da rating significativi: un 'A-' da Standard & Poor's (S&P) e un 'A2' da Moody's, riflettendo la sua robusta posizione nel mercato finanziario.

As filed with the Securities and Exchange Commission on March 30, 2018
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BANK OF AMERICA CORPORATION
(Exact name of Registrant as Specified in its Charter)

Delaware

6021

56-0906609
(State or other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or Organization)

Classification Code Number)

Identification Number)

Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

ROSS E. JEFFRIES, JR.
Deputy General Counsel and Corporate Secretary
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(704) 386-5681
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copy to:
RICHARD W. VIOLA
ELIZABETH G. WREN
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
(704) 343-2000

Approximate date of commencement of the proposed sale to the public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with
General Instruction G, check the fol owing box.
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the fol owing box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the fol owing box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smal er reporting company, or
an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smal er reporting company," and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer

Non-accelerated filer (Do not check if a smal er reporting company)
Smal er reporting company

Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of each Class of
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Securities to be Registered

Registered

Unit (1)

Price (1)
Registration Fee (2)
3.004% Fixed/Floating Rate Senior Notes, due 2023

$6,000,000,000

100%

$6,000,000,000

$747,000
3.419% Fixed/Floating Rate Senior Notes, due 2028

$6,000,000,000

100%

$6,000,000,000

$747,000
TOTAL

$12,000,000,000
--

$12,000,000,000
$1,494,000

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Calculated pursuant to Rule 457(f) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become

effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not complete the
Exchange Offers and issue these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 30, 2018
PROSPECTUS

OFFERS TO EXCHANGE

Any and all $6,000,000,000 aggregate principal amount outstanding of unregistered 3.004% Fixed/Floating
Rate Senior Notes, due 2023, for an equal aggregate principal amount of 3.004% Fixed/Floating Rate Senior
Notes, due 2023, registered under the Securities Act of 1933, as amended (the "Securities Act")
and
Any and all $6,000,000,000 aggregate principal amount outstanding of unregistered 3.419% Fixed/Floating
Rate Senior Notes, due 2028, for an equal aggregate principal amount of 3.419% Fixed/Floating Rate Senior
Notes, due 2028, registered under the Securities Act

Bank of America Corporation is offering to exchange, upon the terms and subject to the conditions set forth in this
prospectus and the accompanying letter of transmittal (i) any and al $6,000,000,000 aggregate principal amount
outstanding of our unregistered 3.004% Fixed/Floating Rate Senior Notes, due 2023 (the "2023 Original Notes") for an
equal aggregate principal amount of our 3.004% Fixed/Floating Rate Senior Notes, due 2023 that have been registered
under the Securities Act (the "2023 Exchange Notes") and (i ) any and al $6,000,000,000 aggregate principal amount
outstanding of our unregistered 3.419% Fixed/Floating Rate Senior Notes, due 2028 (the "2028 Original Notes" and,
together with the 2023 Original Notes, the "Original Notes") for an equal aggregate principal amount of our 3.419%
Fixed/Floating Rate Senior Notes, due 2028 that have been registered under the Securities Act (the "2028 Exchange
Notes," and, together with the 2023 Exchange Notes, the "Exchange Notes"). In this prospectus, we refer to these offers
to exchange as the "Exchange Offers."
The terms of the Exchange Notes of a series wil be substantial y identical to the terms of the corresponding Original
Notes, except that the Exchange Notes wil have been registered under the Securities Act and wil not be subject to the
transfer restrictions applicable to the Original Notes, wil not entitle their holders to registration rights or additional
interest under circumstances relating to our registration obligations and wil have different CUSIP numbers from the
corresponding Original Notes. The Exchange Notes wil be issued under the same indenture as the Original Notes, and
the Exchange Notes of a series and any corresponding Original Notes that remain outstanding after the completion of the
Exchange Offer wil be treated as a single series of securities under the Indenture (as defined below).
The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2018, unless extended
with respect to either or both Exchange Offers (such date and time, as they may be extended, the
"Expiration Date"). Upon the terms and subject to the conditions of the Exchange Offers, we wil accept for exchange
any and al Original Notes of each series validly tendered in the applicable Exchange Offer and not validly withdrawn
prior to the applicable Expiration Date. You may withdraw tenders of Original Notes of either series at any time before the
applicable Expiration Date.
There is currently no established trading market for the Exchange Notes to be issued, and we do not intend to list
the Exchange Notes on any securities exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must
acknowledge that it wil deliver a prospectus in connection with any resale of such Exchange Notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer wil not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received
in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. We have agreed that, for a period of 90 days after the effective date of the
registration statement of which this prospectus is a part, we wil make this prospectus available to any broker-dealer for
use in connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 9 to read about important factors you should consider
before tendering your Original Notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission
has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated , 2018

TABLE OF CONTENTS

Page
About this Prospectus

i
Where You Can Find More Information

i
Incorporation of Certain Documents by Reference
i
Forward-Looking Statements
i
Summary
1
Risk Factors
9
Use of Proceeds
14
Ratio of Earnings to Fixed Charges
15
The Exchange Offers
16
Description of the Exchange Notes
25
Material U.S. Federal Income Tax Considerations
41
Plan of Distribution
42
Experts
43
Legal Matters
43

ABOUT THIS PROSPECTUS
It is important that you read and consider al of the information in this prospectus. You should rely only on the
information provided or incorporated by reference in this prospectus. We have not authorized anyone else to provide you
with different information, and we take no responsibility for any information that others may give you. The information
contained or incorporated by reference in this prospectus is accurate as of the date of the applicable document
containing such information or other date referred to in such document.
This prospectus incorporates important business and financial information about Bank of America that
is not included in or delivered with this prospectus. This information is available without charge to security
holders upon written or oral request to Bank of America at the address and telephone number set forth
below under "Incorporation of Certain Documents by Reference."
We are not making the Exchange Offers to, nor wil we accept tenders of Original Notes for exchange from, holders
of Original Notes in any jurisdiction in which the applicable Exchange Offer would not be in compliance with the securities
or blue sky laws of such jurisdiction or where it is otherwise unlawful. This prospectus may only be used where it is legal
to make the Exchange Offers.
In this prospectus, unless otherwise indicated or required by the context, "we," "our," "us," "the Company" and
"Bank of America" or similar references are to Bank of America Corporation, excluding its consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read
and copy any of these documents at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please cal the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC
filings also are available to the public on the SEC's website at http://www.sec.gov. The reports and other information we
file with the SEC also are available at our website, www.bankofamerica.com. We have included the SEC's web address
and our web address as inactive textual references only. Except as specifical y incorporated by reference into this
prospectus, information on those websites is not part of this prospectus.

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We have filed with the SEC a registration statement on Form S-4 relating to the Exchange Notes and the Exchange
Offers. This prospectus is a part of the registration statement and does not contain al of the information in the
registration statement. The registration statement, including the exhibits thereto, contains additional relevant
information about us, the Exchange Notes and the Exchange Offers.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC al ows us to incorporate by reference in this prospectus the information in other documents that we file
with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this prospectus, and information that we file later with
the SEC that is incorporated by reference in this prospectus wil automatical y update and supersede information
contained in documents filed earlier with the SEC or contained in this prospectus. We incorporate by reference the
fol owing documents we have filed with the SEC and the future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus
until the date we complete the Exchange Offers (in each case excluding any information furnished pursuant to Item 2.02
or Item 7.01 on any Current Report on Form 8-K):

· our Annual Report on Form 10-K for the year ended December 31, 2017; and

· our Current Reports on Form 8-K filed on January 17, 2018, February 9, 2018 and March 15, 2018 (in each case,
other than documents or information that is furnished but deemed not to have been filed).
You may request a copy of these filings, at no cost, by contacting us at the fol owing address or telephone number:
Bank of America Corporation
Fixed Income Investor Relations
100 North Tryon Street
Charlotte, North Carolina 28255-0065
1-866-607-1234
In order to obtain timely delivery of such materials, you must request information from us no later
than five business days prior to the Expiration Date for the relevant Exchange Offer.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference herein, contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements
that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by the use of words such as "plan," "believe," "expect," "intend,"
"anticipate," "estimate," "project," "potential," "possible," or other similar expressions, or future or conditional verbs
such as "wil ," "should," "would," and "could."
All forward-looking statements, by their nature, are subject to risks and uncertainties. Actual results may differ
material y from those contemplated by these forward-looking statements. As a large, international financial services
company, we face risks that are inherent in the businesses and market places in which we operate. Information regarding
important factors that could cause our future financial performance to vary from that described in our forward-looking
statements is contained in our annual report on Form 10-K for the year ended December 31, 2017, which is incorporated
by reference in this prospectus, including those discussed under "Item 1A. Risk Factors" and "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of

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Operations," as wel as those discussed in any subsequent filings of Bank of America that are incorporated in this
prospectus by reference. See "Where You Can Find More Information" and "Incorporation of Certain Documents by
Reference" for information about how to obtain copies of our filings with the SEC. For a discussion of significant risk
factors that apply to the Exchange Notes and the Exchange Offers, see "Risk Factors" beginning on page 9 of this
prospectus.
You should not place undue reliance on any forward-looking statements, which speak only as of the dates they are
made. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-
looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.

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SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this
prospectus and is, therefore, qualified in its entirety by the more detailed information appearing elsewhere, or
incorporated by reference, in this prospectus. It may not contain al the information that may be important to you in
deciding to exchange your Original Notes for Exchange Notes. We urge you to read careful y this entire prospectus
and the other documents to which it refers to understand ful y the terms of the Exchange Notes and the Exchange
Offers. You should pay special attention to "Risk Factors" and "Forward-Looking Statements."
Bank of America Corporation
Bank of America Corporation is a Delaware corporation, a bank holding company, and a financial holding
company. Through our banking and various nonbank subsidiaries throughout the United States and in international
markets, we provide a diversified range of banking and nonbank financial services and products. Our principal
executive offices are located in the Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North
Carolina 28255, and our telephone number at that location is (704) 386-5681.
The Exchange Offers
The fol owing is a brief summary of some of the material terms of the Exchange Offers. For a more detailed
description of the Exchange Offers, please refer to "The Exchange Offers."
Background; Purpose
On December 20, 2017, in transactions exempt from registration under
the Securities Act, we issued $6,000,000,000 in aggregate principal
amount of the 2023 Original Notes, and $6,000,000,000 in aggregate
principal amount of the 2028 Original Notes. These issuances were
conducted by private exchange offers with holders of certain of our
outstanding debt securities. In connection with these private exchange
offers, we entered into a registration rights agreement, dated
December 20, 2017 (the "Registration Rights Agreement"), with the
dealer manager (as such term is used in the Registration Rights
Agreement) for the private exchange offers, for the benefit of the
holders of the Original Notes, in which we agreed, among other things,
to use our commercial y reasonable efforts to complete the Exchange
Offers. The purpose of the Exchange Offers is to satisfy our contractual
obligations under the Registration Rights Agreement.
The Exchange Offers
Upon the terms and subject to the conditions of the Exchange Offers set
forth in this prospectus and the accompanying letter of transmittal, we
are offering to exchange any and al $6,000,000,000 aggregate principal
amount outstanding of the 2023 Original Notes, and any and al
$6,000,000,000 aggregate principal amount outstanding of the 2028
Original Notes, for equal aggregate principal amounts of the 2023
Exchange Notes and the 2028 Exchange Notes, respectively. In order to
be exchanged for Exchange Notes, Original Notes must be validly
tendered, not validly withdrawn and accepted by us. Subject to the
satisfaction or waiver of the conditions to the Exchange Offers, al
Original Notes that are validly tendered and not validly withdrawn before
the applicable Expiration Date wil be accepted by us and exchanged.

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CUSIP Numbers and ISINs
The CUSIP numbers and ISINs for the 2023 Original Notes are
06051GGV5, US06051GGV59 (Rule 144A) and U0R8A1AA5,
USU0R8A1AA50 (Regulation S). The CUSIP number and ISIN for the 2023
Exchange Notes are 06051GHC6 and US06051GHC69.
The CUSIP numbers and ISINs for the 2028 Original Notes are
06051GGW3, US06051GGW33 (Rule 144A) and U0R8A1AB3,
USU0R8A1AB34 (Regulation S). The CUSIP number and ISIN for the 2028
Exchange Notes are 06051GHD4 and US06051GHD43.
Expiration Date; Withdrawal Rights
The Exchange Offers wil expire at 5:00 p.m., New York City time, on
, 2018, unless extended with respect to either or both of the
Exchange Offers, in which event the Expiration Date wil be the latest
date and time to which we extend such Exchange Offer. Tenders may be
withdrawn at any time before the applicable Expiration Date. See "The
Exchange Offers--Withdrawal Rights." Any Original Notes not accepted
for exchange in either Exchange Offer for any reason wil be returned to
you without expense promptly after the expiration or termination of such
Exchange Offer.
Resale of the Exchange Notes
Based upon existing interpretations by the staff of the SEC as set forth in
previous no-action letters issued to third parties, and subject to the
immediately fol owing sentence, we believe that Exchange Notes issued
pursuant to the Exchange Offers in exchange for Original Notes may be
offered for resale, resold and otherwise transferred by you without
compliance with the registration and prospectus delivery requirements
of the Securities Act (subject to certain representations required to be
made by each tendering holder of Original Notes, as set forth under
"The Exchange Offers--Representations, Warranties and Covenants of
Tendering Holders of Original Notes"). However, any holder of Original
Notes who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities
Act);

· does not acquire the Exchange Notes in the ordinary course of
business;

· is participating or intends to participate, or has any arrangement or

understanding with any person to participate, in a distribution
(within the meaning of the Securities Act) of the Exchange Notes in
violation of the Securities Act; or

· is a broker-dealer who acquired Original Notes directly from us for

its own account in the private exchange offers (and not as a result
of market-making or other trading activities),

wil not be able to rely on the interpretations of the staff of the SEC set
forth in the no-action letters referenced above, wil not be eligible to

participate in the Exchange Offers and must comply with the registration
and prospectus delivery requirements of the Securities Act in connection
with any resale transaction, in the absence of an exemption therefrom.

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A broker-dealer that holds Original Notes acquired as a result of market-
making activities or other trading activities, and who receives Exchange
Notes for its own account in exchange for such Original Notes pursuant
to the Exchange Offers, may be deemed to be an "underwriter" within
the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any

resale of such Exchange Notes. Such broker-dealers may use this
prospectus to satisfy their prospectus delivery requirement with respect
to their Exchange Notes. We have agreed that we wil make this
prospectus, as amended or supplemented, available to any broker-
dealer for use in connection with any such resale for a period of 90 days
fol owing the effective date of the registration statement of which this
prospectus is a part. For further information regarding resales of
Exchange Notes by broker-dealers, see "Plan of Distribution."
We have not entered into any arrangement or understanding with any
person to distribute the Exchange Notes to be received in the Exchange
Offers and, to the best of our information and belief, each person that
wil participate in the Exchange Offers wil acquire the Exchange Notes
in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes.
Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers
is subject to the satisfaction of certain customary conditions, which we
may waive. In addition, we wil not be obligated to accept for exchange
the Original Notes of any tendering holder that has not made to us
certain representations as set forth under "The Exchange Offers--
Representations, Warranties and Covenants of Tendering Holders of
Original Notes." See "The Exchange Offers--Conditions to the Exchange
Offers."
Procedures for Tendering Original Notes The Original Notes currently are held in book-entry form and
represented by global securities registered in the name of Cede & Co. as
nominee for The Depository Trust Company ("DTC"). To participate in the
Exchange Offers and tender Original Notes held in book-entry form, by
5:00 p.m., New York City time, on the applicable Expiration Date, you
must cause the book-entry transfer of your Original Notes to the
Exchange Agent's account at DTC with respect to the Original Notes
established to facilitate the Exchange Offers in accordance with DTC's
Automated Tender Offer Program ("ATOP"), and the Exchange Agent
must receive an electronic confirmation of such book-entry transfer from
DTC, and either a properly completed and validly executed letter of
transmittal (or manual y signed facsimile thereof) or an agent's message
(as defined below), by which you wil agree to be bound by the letter of
transmittal, and any other required documents.

The Original Notes may be tendered for exchange only in minimum

denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

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See "The Exchange Offers--Procedures for Tendering Original Notes."
Representations by Tendering Holders
By signing the accompanying letter of transmittal, or agreeing to be
bound thereby by transmission of an agent's message pursuant to ATOP,
you wil represent to us, among other things, that:

· you are not our affiliate (as defined in Rule 405 under the Securities
Act);

· you are acquiring the Exchange Notes in the ordinary course of your
business;

· you are not participating, do not intend to participate, and have no

arrangement or understanding with anyone to participate, in a
distribution (within the meaning of the Securities Act) of the
Exchange Notes in violation of the Securities Act;

· you are not a broker-dealer that acquired Original Notes directly

from us in the private exchange offers for your own account (and
not as a result of market-making or other trading activities); and

· if you are a broker-dealer, you wil receive Exchange Notes for your
own account in exchange for Original Notes that were acquired as a
result of market-making activities or other trading activities, and

you wil deliver a prospectus (or to the extent permitted by law,
make available a prospectus to purchasers) meeting the
requirements of the Securities Act in connection with any resale of
such Exchange Notes.

You wil be required to make these and other acknowledgements,

representations, warranties and agreements to tender Original Notes in
the Exchange Offers.

See "The Exchange Offers--Representations, Warranties and Covenants
of Tendering Holders of Original Notes."
Special Procedures for Beneficial Owners If you are a beneficial owner of Original Notes that are registered in the
name of your broker, dealer, commercial bank, trust company or other
nominee or custodian and you wish to tender Original Notes in either of
the Exchange Offers, you should promptly contact your nominee or
custodian and instruct it to tender the Original Notes on your behalf. You
should keep in mind that your intermediary may require you to take
action with respect to the Exchange Offers a number of days before the
applicable Expiration Date in order for such entity to tender Original
Notes on your behalf by the applicable Expiration Date in accordance
with the terms of the Exchange Offers. If you wish to tender on your own
behalf, you must, before completing and executing the letter of
transmittal and delivering your Original Notes, either make appropriate
arrangements to register ownership of the Original Notes in your name
or obtain a properly

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