Obligation Oncor Power Delivery 4.1% ( US68233JAR59 ) en USD

Oncor Power Delivery

100 % ▼

Etas-Unis

US68233JAR59 ( en USD )

4.1% par an ( paiement semestriel )

01/06/2022 - Obligation échue

Prospectus brochure de l'obligation Oncor Electric Delivery US68233JAR59 en USD 4.1%, échue

2 000 USD

399 945 000 USD

68233JAR5

N/A

Oncor Electric Delivery est une société de transport et de distribution d'électricité desservant le nord du Texas, gérant le réseau électrique pour plus de 10 millions de clients.

L'Obligation émise par Oncor Power Delivery ( Etas-Unis ) , en USD, avec le code ISIN US68233JAR59, paye un coupon de 4.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2022
L'Obligation émise par Oncor Power Delivery ( Etas-Unis ) , en USD, avec le code ISIN US68233JAR59, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
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424B3 1 d383876d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-181876
PROSPECTUS
Offers to Exchange
$400,000,000 aggregate principal amount of its 4.10% Senior Secured Notes due 2022, $300,000,000 aggregate principal
amount of its 4.55% Senior Secured Notes due 2041 and $500,000,000 aggregate principal amount of its 5.30% Senior Secured
Notes due 2042 (collectively, the exchange notes), each of which have been registered under the Securities Act of 1933, as
amended (the Securities Act), for any and all of its outstanding 4.10% Senior Secured Notes due 2022, 4.55% Senior Secured
Notes due 2041 and 5.30% Senior Secured Notes due 2042 (collectively, the outstanding notes), respectively (such
transactions, collectively, the exchange offers)

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered
outstanding notes for the exchange notes that have been registered under the Securities Act.
The Exchange Offers

· We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount

of exchange notes that are registered under the Securities Act.

· You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offers.

· The exchange offers expire at 5:00 p.m., New York City time, on August 23, 2012, unless extended. We do not currently

intend to extend the expiration date.

· The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for US federal

income tax purposes.

· The terms of the exchange notes to be issued in the exchange offers are substantially identical to the outstanding notes of the

respective series, except that the exchange notes will be registered under the Securities Act, do not have any transfer
restrictions and do not have registration rights or additional interest provisions.
Results of the Exchange Offers

· Except as prohibited by applicable law, the exchange notes may be sold in the over-the-counter market, in negotiated

transactions or through a combination of such methods. There is no existing market for the exchange notes to be issued, and
we do not plan to list the exchange notes on a national securities exchange or market.

· We will not receive any proceeds from the exchange offers.
All untendered outstanding notes will remain outstanding and continue to be subject to the restrictions on transfer set forth in the
outstanding notes and in the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold,
unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act
and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will
register the outstanding notes under the Securities Act.
Each broker-dealer that receives exchange notes for its own account in the exchange offers must acknowledge that it will deliver
a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and
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 outstanding notes where the broker-dealer acquired such outstanding notes as a
result of market-making or other trading activities.
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We have agreed to keep effective the registration statement of which this prospectus is a part until the earlier of 90 days after the
completion of the exchange offers or such time as broker-dealers no longer own any notes. See "Plan of Distribution."

See "Risk Factors" beginning on page 12 for a discussion of certain risks that you should consider
before participating in the exchange offers.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
exchange notes to be distributed in the exchange offers 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 July 26, 2012.
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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
additional or different information. The prospectus may be used only for the purposes for which it has been published, and no
person has been authorized to give any information not contained herein. If you receive any other information, you should not
rely on it. You should assume that the information contained in this prospectus is accurate only as of the date on the front
cover of this prospectus. Our business profile, financial condition, results of operations or prospects may have changed since
that date. The representations and warranties contained in any agreement that we have filed as an exhibit to the registration
statement of which this prospectus is a part or that we may publicly file in the future may contain representations and
warranties made by and to the parties thereto as of specific dates. While we are responsible for considering whether
additional specific disclosures of material information regarding material contractual provisions are required to make the
statements in the registration statement of which this prospectus is a part not misleading, those representations and
warranties may be subject to exceptions and qualifications contained in separate disclosure schedules; may represent the
parties' risk allocation in the particular transaction; or may be qualified by materiality standards that differ from what may be
viewed as material for securities law purposes. No offer of these securities is being made in any jurisdiction where such offer
is prohibited.

TABLE OF CONTENTS

PROSPECTUS SUMMARY
2
RISK FACTORS
12
FORWARD-LOOKING STATEMENTS
21
INDUSTRY AND MARKET INFORMATION
22
USE OF PROCEEDS
22
CONSOLIDATED CAPITALIZATION AND SHORT-TERM DEBT OF ONCOR AND SUBSIDIARY
22
SELECTED FINANCIAL DATA
23
OUR BUSINESS AND PROPERTIES
24
LEGAL PROCEEDINGS
29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
30
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
49
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
49
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
50
EXECUTIVE COMPENSATION
58
DIRECTOR COMPENSATION
89
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED EQUITY
HOLDER MATTERS
91
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
94
THE EXCHANGE OFFERS
103
DESCRIPTION OF THE NOTES
112
SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
127
SUMMARY OF MATERIAL ERISA CONSIDERATIONS
127
PLAN OF DISTRIBUTION
128
LEGAL MATTERS
129
EXPERTS
129
AVAILABLE INFORMATION
129
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
129
GLOSSARY
130
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

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PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and
does not contain all of the information that you should consider before participating in the exchange offers. You should
carefully read the entire prospectus, including the section entitled "Risk Factors." See the section entitled "Available
Information". Unless the context otherwise requires or as otherwise indicated, references in this prospectus to "Oncor,"
"we," "our" and "us" refer to Oncor Electric Delivery Company LLC and its consolidated subsidiary. References to "EFH
Corp." refer to Energy Future Holdings Corp., and/or its subsidiaries, depending on context. For your convenience, we have
also provided a Glossary, beginning on page 130, of selected terms and abbreviations.
Our Business
We are a regulated electricity transmission and distribution company that provides the essential service of delivering
electricity safely, reliably and economically to end-use consumers through our distribution systems, as well as providing
transmission grid connections to merchant generation plants and interconnections to other transmission grids in Texas. Our
transmission and distribution assets are located principally in the north-central, eastern and western parts of Texas. This territory
has an estimated population in excess of ten million, about 40 percent of the population of Texas, and comprises 91 counties and
over 400 incorporated municipalities, including Dallas/Fort Worth and surrounding suburbs, as well as Waco, Wichita Falls,
Odessa, Midland, Tyler and Killeen. We are neither a seller of electricity nor a purchaser of electricity for resale. We provide
transmission services to other electricity distribution companies, cooperatives, municipalities and retail electric providers
(REPs). We provide distribution services to REPs that sell power to retail customers. Our transmission and distribution rates are
regulated by the Public Utility Commission of Texas (PUCT) and, in certain instances, the United States Federal Energy
Regulatory Commission (FERC), as well as certain cities and are subject to cost-of-service regulation and annual earnings
oversight.
We operate the largest transmission and distribution system in Texas, delivering electricity to more than three million homes
and businesses and operating more than 118,000 miles of transmission and distribution lines. Most of our power lines have been
constructed over lands of others pursuant to easements or along public highways, streets and rights-of-way as permitted by law.
At March 31, 2012, Oncor had approximately 3,700 full-time employees, including approximately 830 employees under
collective bargaining agreements.
Our transmission customers consist of municipalities, electric cooperatives and other distribution companies. Our
distribution customers consist of more than 80 REPs in our certificated service area, including certain electric cooperatives and
subsidiaries of our affiliate, Texas Competitive Electric Holdings Company LLC (TCEH), an indirect subsidiary of EFH Corp.
Distribution revenues from TCEH represented 33% of our total revenues for the year ended December 31, 2011 and 29% of our
total revenue for the three months ended March 31, 2012. Revenues from REP subsidiaries of a non-affiliated entity collectively
represented 15% of our total revenues for each of the year ended December 31, 2011 and the three months ended March 31, 2012.
No other customer represented more than 10% of our total operating revenues. The consumers of the electricity we deliver are
free to choose their electricity supplier from REPs who compete for their business.
We are a direct, majority-owned subsidiary of Oncor Electric Delivery Holdings Company LLC (Oncor Holdings), which is
a direct, wholly-owned subsidiary of EFIH, a direct, wholly-owned subsidiary of EFH Corp. (formerly TXU Corp.). As of
December 31, 2011 and May 30, 2012, Oncor Holdings owned 80.03% of our outstanding equity interests, Texas Transmission
Investment LLC (Texas Transmission) owned 19.75% of our equity interests, and certain members of our management team and
board of directors indirectly beneficially owned 0.22% of our equity interests through Oncor Management Investment LLC.
On October 10, 2007, we were converted from a Texas corporation to a Delaware limited liability company in connection
with the merger of Texas Energy Future Merger Sub Corp (Merger Sub) with and into EFH Corp. (the Merger). As a result of the
Merger, investment funds associated with or designated by Kohlberg Kravis Roberts & Co. L.P. (KKR), TPG Management, L.P.
(TPG) and Goldman, Sachs & Co. (Goldman, Sachs & Co. and, together with KKR and TPG, the Sponsor Group), and certain
other co-investors (collectively with the Sponsor Group, the Investors), own EFH Corp. through Texas Energy Future Holdings
Limited Partnership (Texas Holdings), with the Sponsor Group controlling Texas Holdings' general partner, Texas Energy Future
Capital Holdings LLC.
Various "ring-fencing" measures have been taken to enhance the separateness of the Oncor Ring-Fenced Entities and the
Texas Holdings Group (each as defined below) and our credit quality. These measures serve to mitigate our and Oncor Holdings'
credit exposure to Texas Holdings and its direct and indirect subsidiaries (Texas Holdings Group) and to reduce the risk that the
assets and liabilities of Oncor or Oncor Holdings would be substantively consolidated with the assets and liabilities of the Texas
Holdings Group in the event of a bankruptcy of one or more of those entities. Such measures include, among other things: our sale
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of a 19.75% equity interest to Texas Transmission in November 2008; maintenance of separate

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books and records for Oncor Holdings and its direct and indirect subsidiaries (Oncor Ring-Fenced Entities); our board of
directors being comprised of a majority of independent directors, and prohibitions on the Oncor Ring-Fenced Entities providing
credit support to, or receiving credit support from, any member of the Texas Holdings Group. The assets and liabilities of the
Oncor Ring-Fenced Entities are separate and distinct from those of the Texas Holdings Group, and none of the assets of the Oncor
Ring-Fenced Entities are available to satisfy the debt or contractual obligations of any member of the Texas Holdings Group. We
do not bear any liability for debt or contractual obligations of the Texas Holdings Group, and vice versa. Accordingly, our
operations are conducted, and our cash flows are managed, independently from the Texas Holdings Group. We are operated as a
separate, stand-alone business from EFH Corp., and EFH Corp. does not participate in the management of our business.
Recent Developments
Pursuant to the terms of our revolving credit facility, we requested and received an increase in our commitment under the
revolving credit facility. Effective May 15, 2012, our total commitments under our revolving credit facility are $2.4 billion.
On May 18, 2012, we issued $400 million aggregate principal amount of 4.10% Senior Secured Notes due 2022 (2022
notes) and $500 million aggregate principal amount of 5.30% Senior Secured Notes due 2042 (2042 notes) to Credit Suisse
Securities (USA) LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Barclays Capital, Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, RBS Securities Inc., Mitsubishi UFJ
Securities (USA), Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC,
Comerica Securities, Inc. and The Williams Capital Group, L.P. as initial purchasers. The initial purchasers resold the 2022 notes
and the 2042 notes (i) to qualified institutional buyers under Rule 144A of the Securities Act in private sales exempt from the
registration requirements of the Securities Act, and (ii) outside of the US to non-US persons (foreign purchasers) in reliance upon
Regulation S of the Securities Act. We used the proceeds (net of the initial purchasers' discount, fees and expenses) of
approximately $889.7 million from the sale of the 2022 notes and the 2042 notes to repay borrowings under our revolving credit
facility, to pay the redemption price of our redemption of all of our 5.95% Senior Secured Notes due 2013 (2013 notes) on
June 18, 2012, and for other general corporate purposes.
On June 18, 2012, we redeemed all of our 2013 notes, of which an aggregate of approximately $524 million principal
amount was outstanding. We paid a redemption price equal to 100% of the principal amount of the 2013 notes redeemed plus a
make whole amount of approximately $33 million.
Notice of Corporate Separateness
Pursuant to commitments made to the Public Utility Commission of Texas, we and our majority equity investor, EFH Corp.,
have implemented certain structural and operational "ring-fencing" measures that are intended to further separate us from EFH
Corp. and certain of its other subsidiaries. See "Prospectus Summary" and our Annual Report on Form 10-K for the fiscal year
ended December 31, 2011 for more information regarding these "ring-fencing" measures. By your receipt of this prospectus, you
acknowledge the receipt of the notice of corporate separateness given hereby.

We are a limited liability company organized under the laws of the State of Delaware, formed in 2007 as the successor entity
to Oncor Electric Delivery Company, formerly known as TXU Electric Delivery Company, a corporation formed under the laws
of the State of Texas in 2001. Our principal executive offices are located at 1616 Woodall Rodgers Freeway, Dallas, TX 75202.
The telephone number of our principal executive offices is (214) 486-2000. Our Internet address is http://www.oncor.com.
Information on our website or available by hyperlink from our website does not constitute part of this prospectus.

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The Exchange Offers
In November 2011, we issued the outstanding 4.55% Senior Secured Notes due 2041 (outstanding 2041 notes) in a private
offering. In May 2012, we issued the outstanding 4.10% Senior Secured Notes due 2022 (outstanding 2022 notes) and the
outstanding 5.30% Senior Secured Notes due 2042 (outstanding 2042 notes, and collectively with the outstanding 2022 notes and
the outstanding 2041 notes, the outstanding notes) in a private offering. The term "2022 exchange notes" refers to the 4.10%
Senior Secured Notes due 2022, the term "2041 exchange notes" refers to the 4.55% Senior Secured Notes due 2041 and the term
"2042 exchange notes" refers to the 5.30% Senior Secured Notes due 2042, each as registered under the Securities Act, and all of
which collectively are referred to as the "exchange notes." The term "notes" collectively refers to the outstanding notes and the
exchange notes.

General
In connection with the private offering of the outstanding notes, we entered into registration rights
agreements with the initial purchasers in such offerings pursuant to which we agreed, among other
things, to deliver this prospectus to you and to use commercially reasonable efforts to complete the
exchange offers within 315 days after the date of original issuance of the outstanding notes. You are
entitled to exchange in the exchange offers your outstanding notes for the respective series of exchange
notes that are identical in all material respects to the outstanding notes except:

· the exchange notes have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights which are applicable to the
outstanding notes under the applicable registration rights agreement; and

· the additional interest provisions of the applicable registration rights agreement are not

applicable.
The Exchange Offers
We are offering to exchange:

· $400,000,000 aggregate principal amount of 4.10% Senior Secured Notes due 2022 that
have been registered under the Securities Act for any and all of our existing 4.10% Senior
Secured Notes due 2022;

· $300,000,000 aggregate principal amount of 4.55% Senior Secured Notes due 2041 that
have been registered under the Securities Act for any and all of our existing 4.55% Senior
Secured Notes due 2041; and

· $500,000,000 aggregate principal amount of 5.30% Senior Secured Notes due 2042 that
have been registered under the Securities Act for any and all of our existing 5.30% Senior
Secured Notes due 2042.
You may only exchange outstanding notes in minimum denominations of $2,000 and integral multiples

of $1,000 in excess of $2,000.
Resale
Based on an interpretation by the staff of the Securities and Exchange Commission (SEC) set forth in
no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the
exchange offers in exchange for the outstanding notes may be offered for resale, resold and otherwise
transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions of the Securities
Act, provided that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person to participate in, a distribution of the exchange notes.

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If you are a broker-dealer and receive exchange notes for your own account in
exchange for outstanding notes that you acquired as a result of market-making activities
or other trading activities, you must acknowledge that you will deliver this prospectus
in connection with any resale of the exchange notes and that you are not our affiliate
and did not purchase your outstanding notes from us or any of our affiliates. See "Plan
of Distribution."
Any holder of outstanding notes who:

· is our affiliate;

· does not acquire exchange notes in the ordinary course of its business; or

· tenders its outstanding notes in the exchange offers with the intention to
participate, or for the purpose of participating, in a distribution of
exchange notes
cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in Shearman & Sterling (available July 2,
1993), or similar no-action letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale of the exchange notes.
Our belief that the exchange notes may be offered for resale without compliance with
the registration or prospectus delivery provisions of the Securities Act is based on
interpretations of the SEC for other exchange offers that the SEC expressed in some of
its no-action letters to other issuers in exchange offers like ours. We cannot guarantee
that the SEC would make a similar decision about our exchange offers. If our belief is
wrong, or if you cannot truthfully make the representations mentioned above, and you
transfer any exchange note issued to you in the exchange offers without meeting the
registration and prospectus delivery requirements of the Securities Act, or without an
exemption from such requirements, you could incur liability under the Securities Act.

We are not indemnifying you for any such liability.
Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time, on August 23, 2012,

unless extended by us. We do not currently intend to extend the expiration date.
Withdrawal
You may withdraw the tender of your outstanding notes at any time prior to the
expiration of the exchange offers. We will return to you any of your outstanding notes
that are not accepted for any reason for exchange, without expense to you, promptly

after the expiration or termination of the exchange offers.
Conditions to the Exchange Offers
Each exchange offer is subject to customary conditions. We reserve the right to waive
any defects, irregularities or conditions to exchange as to particular outstanding notes.

See "The Exchange Offers--Conditions to the Exchange Offers."
Procedures for Tendering
If you wish to participate in any of the exchange offers, you must either:
Outstanding Notes
· complete, sign and date the applicable accompanying letter of transmittal,
or a facsimile of the letter of transmittal, in accordance with the
instructions contained in this prospectus and the letter of transmittal, and
mail or deliver such letter of transmittal or facsimile thereof to the
exchange agent at the address set forth on the cover page of the letter of
transmittal; or

· if you hold outstanding notes through the Depository Trust Company (DTC),
comply with DTC's Automated Tender Offer Program procedures
described in this prospectus, by which you will agree to be bound by the
letter of transmittal.

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By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us
that, among other things:

· you are not our "affiliate" within the meaning of Rule 405 under the
Securities Act;

· you have no arrangement or understanding with any person to participate in
the distribution of the exchange notes;

· you are not engaged in, and do not intend to engage in, a distribution of the
exchange notes;

· you are acquiring the exchange notes in the ordinary course of your
business;

· if you are a broker-dealer, that you did not purchase your outstanding notes
from us or any of our affiliates; and

· if you are a broker-dealer that will receive exchange notes for your own
account in exchange for outstanding notes that were acquired as a result of
market-making activities, you will deliver a prospectus, as required by

law, in connection with any resale of such exchange notes.
Special Procedures for
If you are a beneficial owner of outstanding notes that are registered in the name of a
Beneficial Owners
broker, dealer, commercial bank, trust company or other nominee, and you wish to
tender those outstanding notes in any of the exchange offers, you should contact the
registered holder promptly and instruct the registered holder to tender those
outstanding notes on your behalf. If you wish to tender on your own behalf, you must,
prior to completing and executing the letter of transmittal and delivering your
outstanding notes, either make appropriate arrangements to register ownership of the
outstanding notes in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable time and

may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures
If you wish to tender your outstanding notes and your outstanding notes are not
immediately available, or you cannot deliver your outstanding notes, the letter of
transmittal or any other required documents, or you cannot comply with the procedures
under DTC's Automated Tender Offer Program for transfer of book-entry interests
prior to the expiration date, you must tender your outstanding notes according to the
guaranteed delivery procedures set forth in this prospectus under "The Exchange

Offers--Guaranteed Delivery Procedures."
Effect on Holders of Outstanding
As a result of the making of, and upon acceptance for exchange of all validly tendered
Notes
outstanding notes pursuant to the terms of, the exchange offers, we will have fulfilled a
covenant under the registration rights agreements applicable to the outstanding notes.
Accordingly, there will be no increase in the applicable interest rate on the outstanding
notes under the circumstances described in the registration rights agreements
applicable to the outstanding notes. If you do not tender your outstanding notes in any
of the exchange offers, you will continue to be entitled to all the rights and limitations
applicable to the outstanding notes as set forth in the Indenture (as defined below),
except we will not have any further obligation to you to provide for the exchange and
registration of untendered outstanding notes under the registration rights agreements
applicable to the outstanding notes. To the extent that outstanding notes are tendered
and accepted in the exchange offers, the trading market for outstanding notes that are

not so tendered and accepted could be adversely affected.

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Consequences of Failure to Exchange
All untendered outstanding notes will remain outstanding and continue to be subject to
the restrictions on transfer set forth in the outstanding notes and in the Indenture. In
general, the outstanding notes may not be offered or sold unless registered under the
Securities Act, except pursuant to an exemption from, or in a transaction not subject to,
the Securities Act and applicable state securities laws. Other than in connection with
the exchange offers, we do not currently anticipate that we will register the outstanding

notes under the Securities Act.
United States Federal Income Tax
The exchange of outstanding notes in the exchange offers will not be a taxable event for
Consequences
US federal income tax purposes. See "Summary of Material United States Federal

Income Tax Consequences."
Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes in the

exchange offers. See "Use of Proceeds."
Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the
exchange offers. Any questions and requests for assistance, requests for additional
copies of this prospectus or of the letter of transmittal and requests for the notice of
guaranteed delivery should be directed to the exchange agent. The address and
telephone number of the exchange agent are set forth in the section captioned "The

Exchange Offers--Exchange Agent."

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