Obbligazione Communal Health Systems 6.875% ( US12543DAV29 ) in USD

Communal Health Systems

100 USD ▲

Stati Uniti

US12543DAV29 ( in USD )

6.875% per anno ( pagato 2 volte l'anno)

31/01/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Community Health Systems (CHS) US12543DAV29 in USD 6.875%, scaduta

2 000 USD

3 000 000 000 USD

12543DAV2

N/A

Community Health Systems (CHS) è una società sanitaria statunitense che gestisce un vasto network di ospedali e strutture sanitarie in diversi stati del paese.

L'obbligazione US12543DAV29 emessa da Community Health Systems (CHS) negli Stati Uniti, con un tasso di interesse del 6,875%, un valore nominale di 3.000.000.000 USD, scadenza il 31/01/2022 e pagamento semestrale, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale.

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
424B3 1 d775941d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-198801

PROSPECTUS

Offers to Exchange

up to $1,000,000,000 in aggregate principal amount of 5.125% Senior Secured Notes due 2021 (the "Secured Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all
outstanding unregistered 5.125% Senior Secured Notes due 2021 (the "Secured Initial Notes"), and
up to $3,000,000,000 in aggregate principal amount of 6.875% Senior Notes due 2022 (the "Unsecured Exchange Notes" and
together with the Secured Exchange Notes, the "Exchange Notes"), which have been registered under the Securities Act, for any
and all outstanding unregistered 6.875% Senior Notes due 2022 (the "Unsecured Initial Notes" and, together with the Secured
Initial Notes, the "Initial Notes").
We refer to these offers to exchange collectively as the "exchange offers."
As with the Secured Initial Notes, the Secured Exchange Notes will be, jointly and severally, unconditionally guaranteed on a
senior secured basis by Community Health Systems, Inc. ("Holdings") and certain of our current and future domestic
subsidiaries. As with the Unsecured Initial Notes, the Unsecured Exchange Notes will be, jointly and severally, unconditionally
guaranteed on a senior unsecured basis by Holdings and certain of our current and future domestic subsidiaries.

The Secured Initial Notes sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 12543DAS9, and the Secured
Initial Notes sold pursuant to Regulation S under the Securities Act bear the CUSIP number U17127AF5. The Unsecured Initial Notes
sold pursuant to Rule 144A under the Securities Act bear the CUSIP number 12543DAT7, and the Unsecured Initial Notes sold pursuant
to Regulation S under the Securities Act bear the CUSIP number U17127AG3.
Terms of the Exchange Offers

·
The exchange offers will expire at 12:00 a.m., New York City time, on October 28, 2014, unless extended.

·
You may withdraw your tender of Initial Notes any time before the expiration of the exchange offers.

·
We will exchange all Initial Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offers for

an equal principal amount of Exchange Notes.

·
If you fail to tender your Initial Notes, your Initial Notes will continue to be subject to restrictions on transfer.

·
We will not receive any proceeds from the exchange offers.

·
The Exchange Notes are substantially identical to the Initial Notes, except the Exchange Notes are registered under the

Securities Act and the transfer restrictions and certain additional interest provisions applicable to the Initial Notes will not
apply to the Exchange Notes.

·
The exchange of Initial Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax

purposes. See "Material United States Federal Income Tax Considerations."

For a discussion of the specific risks that you should consider before tendering your outstanding Initial Notes in
the exchange offers, see "Risk Factors" beginning on page 14 of this prospectus.
There is no established trading market for the Initial Notes or the Exchange Notes. We do not intend to list the Exchange Notes on
any securities exchange or seek approval for quotation through any automated trading system.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will
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 will 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 Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 days after the Expiration Date (as
defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
1 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Distribution."
Neither the Securities and Exchange Commission 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.
The date of this prospectus is September 26, 2014
2 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you
with information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered
hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or issuing the Exchange Notes.
TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
ii

SUMMARY
1

RISK FACTORS
14

USE OF PROCEEDS
28

SELECTED HISTORICAL FINANCIAL DATA
29

DESCRIPTION OF OTHER INDEBTEDNESS
30

THE EXCHANGE OFFERS
36

DESCRIPTION OF THE SECURED EXCHANGE NOTES
45

DESCRIPTION OF THE UNSECURED EXCHANGE NOTES
137
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
209
PLAN OF DISTRIBUTION
210
LEGAL MATTERS
211
EXPERTS
211
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
211
WHERE YOU CAN FIND ADDITIONAL INFORMATION
212

This prospectus incorporates by reference important business and financial information about us that is not included or
delivered with this prospectus. Copies of this information are available without charge to any person to whom this prospectus is
delivered, upon written or oral request. Written requests should be directed to:
Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
Attention: Investor Relations
Oral requests should be made by calling our Investor Relations Department at (615) 465-7000.
In order to ensure timely delivery of the documents, you must make your request to us no later than October 21, 2014.
In the event that we extend the exchange offers, you must submit your request at least five business days before the
expiration date of the exchange offers, as extended.

i
3 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, which involve risks and uncertainties. Statements that are predictive in
nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates," "thinks," and similar expressions are forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors relating to us or the healthcare industry generally that may cause our actual
results and performance to be materially different from any future results or performance expressed or implied by these forward-
looking statements. These factors include, but are not limited to, the following:

· general economic and business conditions, both nationally and in the regions in which we operate,

· implementation and effect of adopted and potential federal and state healthcare reform legislation and other federal, state

or local laws or regulations affecting the healthcare industry,

· the extent to which states support increases, decreases or changes in Medicaid programs, implement healthcare

exchanges or alter the provision of healthcare to state residents through regulation or otherwise,

· risks associated with our substantial indebtedness, leverage and debt service obligations,

·
demographic
changes,

· changes in, or the failure to comply with, governmental regulations,

· potential adverse impact of known and unknown government investigations, audits, and Federal and State False Claims

Act litigation and other legal proceedings,

· our ability, where appropriate, to enter into and maintain managed care provider arrangements and the terms of these

arrangements,

· changes in, or the failure to comply with, managed care provider contracts, which could result in, among other things,

disputes and changes in reimbursements, both prospectively and retroactively,

· changes in inpatient or outpatient Medicare and Medicaid payment levels,

· the effects related to the continued implementation of the sequestration spending reductions and the potential for future

deficit reduction legislation,

· increases in the amount and risk of collectability of patient accounts receivable,

· the efforts of insurers, healthcare providers and others to contain healthcare costs,

· our ongoing ability to demonstrate meaningful use of certified electronic health record technology and recognize income

for the related Medicare or Medicaid incentive payments,

· increases in wages as a result of inflation or competition for highly technical positions and rising supply costs due to

market pressure from pharmaceutical companies and new product releases,

· liabilities and other claims asserted against us, including self-insured malpractice claims,

·
competition,

· our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians,

nurses and other healthcare workers,

· trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or

specialty hospitals,

· changes in medical or other technology,

· changes in U.S. GAAP,

ii
4 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents

· the availability and terms of capital to fund additional acquisitions or replacement facilities or other capital expenditures,

· our ability to successfully make acquisitions or complete divestitures,

· our ability to successfully integrate any acquired hospitals, including those of Health Management Associates, Inc.

("HMA"), or to recognize expected synergies from acquisitions,

· the impact of the acquisition of HMA on third-party relationships,

· the impact of seasonal severe weather conditions,

· our ability to obtain adequate levels of general and professional liability insurance,

· timeliness of reimbursement payments received under government programs,

· the impact of the external, criminal cyber attack suffered by us in the second quarter of 2014, as further described below
in "Summary--Cyber Attack", including potential reputational damage, the outcome of our pending and ongoing

investigation and any potential governmental inquiry or litigation, the extent of remediation costs, and other additional
operating or other expenses that we may incur; and

· the other risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2013 and our other

public filings with the SEC.
Although we believe that these forward-looking statements are based upon reasonable assumptions, these assumptions are
inherently subject to significant regulatory, economic and competitive uncertainties and contingencies, which are difficult or
impossible to predict accurately and may be beyond our control. Accordingly, we cannot give any assurance that our expectations
will in fact occur and caution that actual results may differ materially from those in the forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-
looking statements are made as of the date of this filing. We undertake no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

iii
5 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
SUMMARY
The following summary contains important information about us and the exchange offers but may not contain all
information that may be important to you in making a decision to tender your Initial Notes. For a more complete understanding
of our company and the exchange offers, we urge you to read carefully this entire prospectus, including the sections entitled
"Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" and the financial statements (including
the accompanying notes) appearing elsewhere in this prospectus or incorporated by reference herein.
Unless otherwise indicated or the context requires otherwise, references in this prospectus to "CHS," "we," "our," "us"
and the "Company" refer to Community Health Systems, Inc. and its consolidated subsidiaries, including CHS/Community
Health Systems, Inc., the issuer of the Exchange Notes. References to the "Issuer" refer to CHS/Community Health Systems,
Inc. alone, and references to "Holdings" refer to Community Health Systems, Inc. alone.
Our Company
We are one of the largest publicly-traded operators of hospitals in the United States in terms of number of facilities and net
operating revenues. We provide healthcare services through the hospitals that we own and operate in non-urban and selected
urban markets throughout the United States. We generate revenues by providing a broad range of general and specialized
hospital healthcare services and other outpatient services to patients in the communities in which we are located. As of June 30,
2014, we owned or leased 198 hospitals included in continuing operations, comprised of 194 general acute care hospitals and
four stand-alone rehabilitation or psychiatric hospitals. Services provided through our hospitals and affiliated businesses
include general acute care, emergency room, general and specialty surgery, critical care, internal medicine, obstetrics,
diagnostic, psychiatric and rehabilitation services. We also provide additional outpatient services at urgent care centers,
occupational medicine clinics, imaging centers, cancer centers, ambulatory surgery centers, and home health and hospice
agencies. An integral part of providing these services is our relationship and network of affiliated physicians at our hospitals
and affiliated businesses. Through our management and operation of these businesses, we provide standardization and
centralization of operations across key business areas; strategic assistance to expand and improve services and facilities;
implementation of patient safety and quality of care improvement programs and assistance in the recruitment of additional
physicians and licensed healthcare practitioners to the markets in which our hospitals are located. In a number of our markets,
we have partnered with local physicians or not-for-profit providers, or both, in the ownership of our facilities. In addition to our
hospitals and related businesses, we also own and operate licensed home care agencies and licensed hospice agencies, located
primarily in markets where we also operate a hospital. Also, through our wholly-owned subsidiary, Quorum Health Resources,
LLC, we provide management and consulting services to non-affiliated general acute care hospitals located throughout the
United States. For the hospitals and home care agencies that we own and operate, we are paid for our services by governmental
agencies, private insurers and directly by the patients we serve. For our management and consulting services, we are paid by
the non-affiliated hospitals utilizing our services.
Our strategy has included growth by acquisition. We generally target hospitals in growing, non-urban and selected urban
healthcare markets for acquisition because of their favorable demographic and economic trends and competitive conditions.
Because non-urban and suburban service areas have smaller populations, there are generally fewer hospitals and other
healthcare service providers in these communities and generally a lower level of managed care presence in these markets. We
believe that smaller populations support less direct competition for hospital-based services and these communities generally
view the local hospital as an integral part of the community. We believe opportunities exist for skilled, disciplined operators in
selected urban markets to create networks between urban hospitals and non-urban hospitals while improving physician
alignment in those markets and making it more attractive to managed care. In recent years, our acquisition strategy has also
included

1
6 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
acquiring selective physician practices and physician-owned ancillary service providers. Such acquisitions have been executed
in markets where we already have a hospital presence and provide an opportunity to increase the number of affiliated
physicians or expand the range of specialized healthcare services provided by our hospitals.
On January 27, 2014, we completed the acquisition of HMA by acquiring all the outstanding shares of common stock of
HMA ("HMA common stock") for approximately $7.3 billion, including the assumption of approximately $3.8 billion of
indebtedness, which is referred to in this prospectus as the "HMA merger." Each share of HMA common stock issued and
outstanding immediately prior to the effective time of the HMA merger was converted into the right to receive $10.50 in cash,
0.06942 of a share of Holdings' common stock, and one contingent value right, or CVR, which entitles the holder of each CVR
to receive a cash payment of $1.00 per share, following and conditioned upon the final resolution of certain legal matters
involving HMA, subject to downward adjustments relating to the amount of certain losses arising out of or relating to such
legal matters. At the time of the completion of the HMA merger, HMA owned and operated 71 hospitals in 15 states in
non-urban communities located primarily in the southeastern United States.
For additional information about our business, operations and financial results, see the documents listed under
"Incorporation by Reference of Certain Documents."
Our principal executive offices are located at 4000 Meridian Boulevard, Franklin, Tennessee 37067, and our telephone
number at that address is (615) 465-7000.
Department of Justice Settlement
On August 4, 2014, we announced that we had entered into a civil settlement agreement with the U.S. Department of
Justice, other federal agencies and identified relators that concluded previously announced investigations and litigation related
to short stay admissions through emergency departments at certain of our affiliated hospitals. The settlement concluded the
government's review into whether these 119 hospitals billed Medicare, Medicaid and TRICARE for certain inpatient
admissions from January 2005 to December 2010 that the government contended should have been billed as outpatient or
observation cases. Under the terms of the settlement agreement, there was no finding of improper conduct by us or our
affiliated hospitals, and we denied any wrongdoing. We have paid $88,257,500 in resolution of all federal government claims,
including Medicare, TRICARE and the federal share of the Medicaid claims, and an additional $892,500 to the states for their
portions of the Medicaid claims. The settlement also covered the dismissal of specified litigation.
Further, the settlement resolved the government's investigation into a hospital affiliated with us in Laredo, Texas. The
government's review in Laredo centered on whether the hospital submitted claims for inpatient procedures that should have
been billed as outpatient procedures as well as the financial relationship between the hospital and a member of its medical staff.
The hospital has paid $9 million to resolve this investigation.
As part of the settlement, we entered into a five-year Corporation Integrity Agreement ("CIA") with the Office of
Inspector General of the U.S. Department of Health and Human Services. The CIA will be incorporated into our existing and
comprehensive compliance program. The CIA establishes general and specialized training requirements and mandates that we
retain independent review organizations to review the adequacy of our claims for inpatient services furnished to federal health
care program beneficiaries. The CIA also includes Laredo-specific reviews of physician financial relationships.
The settlement will also result in the unsealing and dismissal of qui tam actions filed in Illinois, Tennessee, North Carolina
and Texas, as well as the previously unsealed case in Indiana. Two of these cases also name HMA as defendants and were
partially unsealed in December 2013 when the government intervened in those and six other cases pending against HMA. The
portion of the settlement that will be paid to the relators, as well as which of the relators will share in the award, has not yet
been disclosed by the government. Claims by the relators for attorneys' fees remain to be resolved.

2
7 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
We previously established a $102 million reserve to cover these settlements and related legal costs.
The settlement agreement did not cover current government investigations into certain hospitals formerly affiliated with
HMA, which were initiated before our acquisition of HMA in January 2014. We continue to cooperate with the government and
are working to bring resolution to these investigations.
Cyber Attack
As previously disclosed on a Current Report on Form 8-K filed by us on August 18, 2014, our computer network was the
target of an external, criminal cyber attack that we believe occurred in April and June, 2014. We and Mandiant (a FireEye
Company), the forensic expert engaged by us in connection with this matter, believe the attacker was a foreign "Advanced
Persistent Threat" group who used highly sophisticated malware and technology to attack our systems. The attacker was able to
bypass our security measures and successfully copy and transfer outside the Company certain non-medical patient identification
data (such as patient names, addresses, birthdates, telephone numbers and social security numbers), but not including patient
credit card, medical or clinical information. We continue to work closely with federal law enforcement authorities in connection
with their investigation and possible prosecution of those determined to be responsible for this attack. Mandiant has conducted
a thorough investigation of this incident and continues to advise the Company regarding remediation efforts, and our
investigation of this matter is ongoing. We are providing appropriate notification to affected patients and regulatory agencies as
required by federal and state law. We are offering identity theft protection services to individuals affected by this attack.
We have incurred certain expenses to remediate and investigate this matter, and expect to continue to incur expenses of
this nature in the foreseeable future. In addition, multiple purported class action lawsuits have been filed against the Company.
These lawsuits allege that sensitive information was unprotected and inadequately encrypted by the Company. The plaintiffs
claim breach of contract and other theories of recovery, and are seeking damages, as well as restitution for any identity theft. At
this time, we are unable to predict the outcome of this litigation or determine the potential impact, if any, that could result from
this litigation, but we intend to vigorously defend these lawsuits. This matter may subject the Company to additional litigation,
potential governmental inquiries, potential reputational damage, and additional remediation, operating and other expenses.

3
8 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
Summary of the Exchange Offers
On January 27, 2014, FWCT-2 Escrow Corporation ("Escrow Sub") issued, through private placements exempt from the
registration requirements of the Securities Act, $1,000,000,000 of our Secured Initial Notes and $3,000,000,000 of our
Unsecured Initial Notes. On the same date, Escrow Sub merged with and into the Issuer, and the Issuer entered into
supplemental indentures pursuant to which the Issuer assumed all of the obligations of Escrow Sub as issuer of the Secured
Initial Notes and Unsecured Initial Notes.
Simultaneously with the private placements of the Secured Initial Notes and Unsecured Initial Notes, Escrow Sub entered
into two registration rights agreements, (i) one with respect to the Secured Initial Notes, dated January 27, 2014 (the "Secured
Notes Registration Rights Agreement"), and (ii) one with respect to the Unsecured Initial Notes, dated January 27, 2014 (the
"Unsecured Notes Registration Rights Agreement" and, together with the Secured Notes Registration Rights Agreement, the
"Registration Rights Agreements"). On the same date, the Issuer entered into a joinder agreement to each of the Registration
Rights Agreements pursuant to which the Issuer assumed all of the obligations of Escrow Sub. Under the Registration Rights
Agreements, we are required to file a registration statement with the Securities and Exchange Commission (the "SEC")
enabling the holders of the Secured Initial Notes and Unsecured Initial Notes to exchange their Secured Initial Notes and
Unsecured Initial Notes for Secured Exchange Notes and Unsecured Exchange Notes, respectively, with substantially identical
terms to the Secured Initial Notes and Unsecured Initial Notes, as applicable, and, unless not permitted by applicable law or
SEC policy, to complete the exchange offers pursuant to the terms of the Registration Rights Agreements within 365 days after
the date of the original issuance of the Secured Initial Notes and Unsecured Initial Notes. If we fail to complete the exchange
offer on or before the date that is 365 days after such original issuance date, then we will be required to pay additional interest
to the holders of the Initial Notes at a rate of 0.25% for the first 90 day period after such date and thereafter at a rate of an
additional 0.25% for each subsequent 90 day period that elapses, provided that the aggregate increase in such annual interest
rate may in no event exceed 1.0% per annum and provided that no interest will accrue following such time that this registration
default has been cured. You may exchange your Secured Initial Notes and Unsecured Initial Notes for Secured Exchange Notes
and Unsecured Exchange Notes, respectively, in the exchange offers. You should read the discussion under the headings "The
Exchange Offers," "Description of the Secured Exchange Notes" and "Description of the Unsecured Exchange Notes" for
further information regarding the Exchange Notes.

Securities Offered
· $1,000,000,000 aggregate principal amount of 5.125% senior secured notes
due 2021 registered under the Securities Act; and

· $3,000,000,000 aggregate principal amount of 6.875% senior notes due

2022 registered under the Securities Act.

As with the Secured Initial Notes, the Secured Exchange Notes will be, jointly
and severally, unconditionally guaranteed on a senior secured basis by
Holdings and certain of our current and future domestic subsidiaries. As with

the Unsecured Initial Notes, the Unsecured Exchange Notes will be, jointly
and severally, unconditionally guaranteed on a senior unsecured basis by
Holdings and certain of our current and future domestic subsidiaries.

Exchange Offers
We are offering to exchange the Secured Initial Notes and Unsecured Initial
Notes for a like principal amount at maturity of the Secured Exchange Notes
and Unsecured Exchange Notes, respectively. Initial Notes may be exchanged
only in minimum denominations of $2,000 and any integral multiple of $1,000
in excess thereof. The exchange offers are being made pursuant to the
Registration Rights

4
9 of 219
10/29/2014 11:27 AM

424B3
http://www.sec.gov/Archives/edgar/data/765052/000119312514353702/...
Table of Contents
Agreements, which grant the initial purchasers and any subsequent holders of
the Initial Notes certain exchange and registration rights. The exchange offers

are intended to satisfy those exchange and registration rights with respect to
the Initial Notes.

The form and terms of the Secured Exchange Notes and Unsecured Exchange

Notes are the same as the form and terms of the Secured Initial Notes and
Unsecured Initial Notes, respectively, except that:

· the Exchange Notes have been registered under the federal securities laws

and will not bear any legend restricting their transfers;

· the Exchange Notes will bear different CUSIP numbers than the Initial

Notes; and

· the holders of the Exchange Notes will not be entitled to most rights
under the Registration Rights Agreements, including the provisions for an

increase in the interest rate on the Initial Notes in some circumstances as
described in the Registration Rights Agreements.

Expiration Date; Withdrawal of Tender
The exchange offers will expire at 12:00 a.m., New York City time, on
October 28, 2014, unless extended. You may withdraw your tender of Initial
Notes at any time prior to the expiration of the exchange offers. All
outstanding Initial Notes that are validly tendered and not validly withdrawn
will be exchanged. Any Initial Notes not accepted by us for exchange for any
reason will be returned to you at our expense promptly after the expiration or
termination of the exchange offers.

Resales
We believe that you can offer for resale, resell and otherwise transfer the
Exchange Notes without complying with the registration and prospectus
delivery requirements of the Securities Act so long as:

· you acquire the Exchange Notes in the ordinary course of business;

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

arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes;

· you are not an "affiliate" of ours, as defined in Rule 405 of the Securities

Act; and

· you are not a broker-dealer.

If any of these conditions is not satisfied and you transfer any Exchange Notes
without delivering a proper prospectus or without qualifying for a registration

exemption, you may incur liability under the Securities Act. We do not
assume, or indemnify you against, any such liability.

Each broker-dealer acquiring Exchange Notes issued for its own account in

exchange for Initial Notes, which it acquired through market making activities
or other trading activities, must

5
10 of 219
10/29/2014 11:27 AM