Exhibit 4.29


 


Offer
to Purchase and Consent Solicitation Statement dated June 7, 2005


 


MobiFon Holdings B.V.


 


Offer to Purchase for Cash Any and All Outstanding

Series A 12.50% Senior Notes due 2010

(CUSIP No. 607054AB9; ISIN No. US607054AB95)

and Solicitation of Consents to Amendments to the Related Indenture


 


MobiFon Holdings B.V., a corporation organized
under the laws of The Netherlands, which we refer to as the “Issuer,” hereby
offers to purchase for cash any and all of its $222,750,000 outstanding Series A
12.50% Senior Notes due 2010, which we refer to as the “Notes,” upon the
terms and subject to the conditions set forth in this Offer to Purchase and
Consent Solicitation Statement and in the related Consent and Letter of
Transmittal. We refer to the offer to purchase the Notes as the “Offer,” the Offer to Purchase and Consent
Solicitation Statement as the “Offer to Purchase,” and the related Consent and Letter of Transmittal as the “Letter of Transmittal.” We refer to the Offer to Purchase
and the Letter of Transmittal collectively as the “Offering Materials.” In conjunction with the Offer, the Issuer is soliciting from
the holders of the Notes (“Holders”)
consents to the adoption of certain proposed amendments to the indenture dated
as of June 27, 2003 between the Issuer and The Bank of Nova Scotia Trust
Company of New York, as Trustee (the “Indenture”),
pursuant to which the Notes were issued and to the execution by the Issuer and
the Trustee of a supplemental indenture to the Indenture (the “Supplemental Indenture”) effecting certain
proposed amendments to the Indenture (the “Proposed
Amendments”). We refer to the foregoing solicitation of consents as
the “Consent
Solicitation,” and to
the consents that the Issuer is soliciting as the “Consents.”


 


The Offer and
the Consent Solicitation will expire at 12:01 a.m., New York City time, on
July 6, 2005, unless extended or earlier terminated (we refer to this date
and time, as may be extended, as the “Expiration
Time”). Holders who wish to receive the Total Consideration (as
defined below) must validly tender their notes at or prior to 5:00 p.m.,
New York time, on June 21, 2005, which date and time, as it may be
extended, we refer to as the “Consent Time”.
Holders who tender their notes after the Consent Time and at or prior to the
Expiration Time will receive only the Tender Offer Consideration (as defined
below). All Holders who tender their notes pursuant to this Offer to Purchase
will be deemed to have delivered their Consent. Tendered Notes may be withdrawn
and Consents may be revoked at any time prior to the Consent Time, but not
thereafter.


 


The ‘‘Total
Consideration’’ for Notes validly tendered and accepted for payment
pursuant to the Offer and Consents validly delivered pursuant to the Consent
Solicitation is equal to the sum of (x) 35% of the Equity Claw-back Price (as
defined below) and (y) 65% of the Fixed Spread Price (as defined below). The ‘‘Tender Offer Consideration’’ is equal to
the Total Consideration less a consent payment of $20 per $1,000 principal
amount of Notes for which Consents have been validly delivered and not validly
revoked as of the Consent Time (the “Consent
Payment”). In addition to the Total Consideration or the Tender
Offer Consideration, as the case may be, tendering Holders (as defined below)
will receive accrued and unpaid interest up to, but not including, the Payment
Date (as defined below). The ‘‘Equity
Claw-back Price’’ is equal to $1,125 per $1,000 principal amount of
Notes validly tendered. The ‘‘Fixed Spread
Price’’ is equal to the present value on the Payment Date of all
future cash flows on the Notes (minus accrued and unpaid interest to, but not
including, the Payment Date) to July 31, 2007 (the first date on which the
Notes may be redeemed at the option of the Issuer, the ‘‘Earliest Redemption Date”), calculated in
accordance with standard market practice as described in Schedule I to
this Offer to Purchase, based on the assumptions that the Notes will be
redeemed in full at $1,062.50 per $1,000 principal amount of Notes on the
Earliest Redemption Date and that the yield to the Earliest Redemption Date is
equal to the sum of (a) the yield on the 3.5% U.S. Treasury Note due May 31,
2007 (the “Reference Security”),
as calculated by the Dealer Manager in accordance with standard market
practice, based on the bid-side price for the Reference Security, as of 2:00 p.m.,
New York City time, on June 20, 2005, the eleventh business day
immediately preceding the scheduled Expiration Time (the “Price Determination Date”), as displayed
on the Bloomberg Government Pricing Monitor, Page PX4 (or any recognized
quotation source selected by the Dealer Manager in its discretion if the
Bloomberg Government Pricing Monitor is not available or is manifestly
erroneous), plus (b) 50 basis points (the “Fixed Spread”). The yield on the Reference Security as of
5:00 p.m., New York City time, on June 6, 2005 was 3.582%. Assuming
the yield on the Reference Security is the same on the Price Determination
Date, the Total Consideration for each $1,000 principal amount of Notes would
be $1,188.34 on the Payment Date.


 


If the Notes are accepted for payment pursuant
to the Offer, Holders who validly tender (and do not validly withdraw) their
Notes pursuant to the Offer at or prior to the Consent Time will receive on the
Payment Date the Total Consideration, which includes both the Tender Offer
Consideration and the Consent Payment. Holders that validly tender their Notes
after the Consent Time, but at or prior to the Expiration Time, will receive on
the Payment Date only the Tender Offer Consideration. In both cases, Holders
will receive on the Payment Date accrued interest up to, but not including, the
Payment Date. No tenders will be valid if submitted after the Expiration Time.


 


All Holders
that tender their Notes pursuant to the Offer will be deemed to have delivered
their Consent to the adoption of the Proposed Amendments.


 


Payment for
Notes validly tendered pursuant to the Offer is subject to the satisfaction of
certain conditions, including, without limitation, the satisfaction of the
Requisite Consents Condition (which we define in this Offer to Purchase). The
Issuer reserves the right, in its sole discretion, to waive any and all
conditions to the Offer.


 


None of the
Issuer, the Dealer Manager, the Information Agent or the Depositary make any
recommendation as to whether Holders should tender any or all of their Notes
and thereby deliver their Consent to the adoption of the Proposed Amendments.


 


Goldman, Sachs & Co. is serving as
dealer manager and solicitation agent, and we refer to Goldman, Sachs &
Co. in this Offer to Purchase as the “Dealer Manager.” D.F. King & Co., Inc.
is serving as the “Information
Agent.” Requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or any other documents related to
the Offer may be directed to the Information Agent or to Dexia Banque
Internationale à Luxembourg. Questions or requests for assistance may be
directed to the Dealer Manager at the address and telephone number set forth on
the back cover of this Offer to Purchase.


 


The Dealer Manager for the Offer and the
Solicitation Agent for the Consent Solicitation is:


 


Goldman, Sachs & Co.


 





















 


The Offer will expire at 12:01 a.m., New York
City time, on July 6, 2005, unless extended or earlier terminated. Holders
of Notes must validly tender (and not validly withdraw) their Notes and thereby
deliver their Consents to the adoption of the Proposed Amendments at or prior
to the Expiration Time in order to receive the Tender Offer Consideration.
Holders of Notes must validly tender (and not validly withdraw) their Notes and
thereby deliver their Consents to the adoption of the Proposed Amendments at or
before the Consent Time in order to receive the Total Consideration, which includes
the Tender Offer Consideration and Consent Payment. Except as noted below,
adoption of the Proposed Amendments requires the delivery of the Consents of
the Holders representing at least a majority in aggregate principal amount of
the then outstanding Notes. We refer to these Consents as the “Requisite Consents.” The Company may, but
is not obligated to, execute the Supplemental Indenture containing the Proposed
Amendments at any time after receipt of the Requisite Consents. However, we
note that amendment of § 4.17 of the Indenture requires the consent of
Holders of at least 66 and 2/3% of the principal amount
of the Notes then outstanding. Therefore, the Proposed Amendments will include
the removal of § 4.17 of the Indenture only to the extent that the Issuer
receives Consents from Holders of at least 66 and 2/3% of
the Notes outstanding prior to the Expiration Time. In
the Consent Solicitation, the Issuer is seeking Consents to all of the Proposed
Amendments as a single proposal. Accordingly, a Consent purporting to consent
only to some of the Proposed Amendments to the Indenture will not be valid, and
delivery of a Consent by a Holder will constitute delivery of a Consent to all
of the Proposed Amendments to the Indenture.


 


In conjunction with the Offer, the Issuer is
conducting the Consent Solicitation. Holders that tender (and do not validly
withdraw) their Notes in the Offer will be deemed to have delivered their
Consents pursuant to the Consent Solicitation. Pursuant to the terms of the
Offer, the completion, execution and delivery of a Letter of Transmittal (or
acceptance of the Offer through ATOP (as defined below)) by a Holder of Notes
in connection with the tender of the Holder’s Notes will be deemed to
constitute the delivery of the Consent of that tendering Holder to the adoption
of the Proposed Amendments pursuant to the Consent Solicitation. However,
Holders that tender their Notes after the Consent Time will receive only the
Tender Offer Consideration, even if the Proposed Amendments with respect to the
Indenture become effective. Holders may not deliver Consents without tendering
their Notes in the Offer, and may not tender their Notes in the Offer without
delivering their Consents.


 


Upon the terms and subject to the conditions of the
Offer, the Issuer hereby offers to pay to each Holder of Notes that validly
tenders (and does not validly withdraw) Notes and thereby validly delivers a
Consent to the adoption of the Proposed Amendments at or prior to the Consent
Time an amount of $20 for each $1,000 principal amount of such Notes,
calculated in the manner described herein. The Issuer will make the Consent
Payment on the Payment Date if, and only if, the Notes to which the Consents
relate are accepted for purchase pursuant to the terms of the Offer. If a
Holder’s Notes are not validly tendered pursuant to the Offer at or prior to
the Consent Time (or if tendered, have been validly withdrawn as of such time),
that Holder will not receive the Consent Payment, even though the Proposed
Amendments to the Indenture (as defined below), once operative, would be
operative as to all Notes that are not purchased in the Offer.


 


Accordingly, if all conditions to the Offer are
satisfied or waived and the Notes are accepted for payment pursuant to the
Offer, Holders that validly tender (and do not validly withdraw) their Notes
and thereby deliver their Consents pursuant to the Offer at or prior to the
Consent Time will receive the Total Consideration, which is equal to the Tender
Offer Consideration plus the Consent Payment, promptly after the Expiration
Time. Holders that validly tender their Notes and thereby deliver their
Consents after the Consent Time will receive only the Tender Offer
Consideration promptly after the Expiration Time, and will not receive the
Consent Payment even if the Proposed Amendments with respect to the Indenture
become effective. We refer to the date of payment of the Total Consideration,
or the Tender Offer Consideration, as the case may be, as the “Payment Date.” In both cases, Holders will
receive accrued interest up to, but not including, the Payment Date.


 


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It is anticipated that, assuming receipt of the
Requisite Consents, the Issuer and The Bank of Nova Scotia Trust Company of New
York, as Trustee, will execute the Supplemental Indenture promptly at or after
the Expiration Time, or such earlier time as the Company may decide, but in no
event prior to obtaining the Requisite Consents. Although the Supplemental
Indenture will become effective upon execution, the Proposed Amendments will
not become operative until the Notes that were validly tendered (and not
validly withdrawn prior to the Consent Time) are accepted for purchase by the
Issuer pursuant to the terms of the Offer. The provisions to be eliminated or
modified in connection with the Proposed Amendments will remain in effect in
the form in which they exist until the Notes are accepted for purchase by the
Issuer, whereupon the provisions subject to amendment will be modified or
eliminated as provided in the Proposed Amendments.


 


If the Proposed Amendments become operative, they will
apply to all Notes issued under the Indenture and each Holder of Notes that are
not validly tendered and accepted for payment pursuant to the Offer will be
bound by the Proposed Amendments. If the Proposed Amendments become operative,
substantially all of the restrictive covenants, certain reporting obligations,
certain of the events of default and certain other provisions of the Indenture
will be eliminated or modified, and all collateral secured in favor of the
Trustee for the benefit of the Holders will be released. In addition, the
trading market for any Notes not validly tendered pursuant to the Offer is
likely to be significantly more limited in the future if the Offer is
consummated.


 


Notes that are not tendered and accepted for payment
pursuant to the Offer will remain obligations of the Issuer. Therefore, if the
Proposed Amendments become operative, Holders that do not tender all of their
Notes pursuant to the Offer will continue to hold those Notes as obligations of
the Issuer. The Notes are redeemable at the Issuer’s option commencing on July 31,
2007 at an initial fixed redemption price equal to 106.250% of the principal
amount of the Notes, plus accrued and unpaid interest to the redemption date,
which percentage will decrease to 103.125% on July 31, 2008 and 100.00% on
July 31, 2009.


 


The Issuer has offered to purchase all of the
outstanding Notes in this Offer. Following completion of the Offer, the Issuer
may purchase additional Notes in the open market, in privately negotiated
transactions, through tender offers, by redemption or otherwise. Any future
purchase may be on the same terms or on terms that are more or less favorable
to Holders of Notes than the terms of the Offer. Any future purchases by the
Issuer will depend on various factors existing at that time. We cannot assure
you which of these alternatives, if any, the Issuer will choose to pursue.


 


Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of any extension or amendment) and applicable laws, the Issuer will pay for all
Notes validly tendered that are accepted for payment pursuant to the Offer promptly
after acceptance on the Payment Date. Payment for any Notes accepted for
payment will be made in immediately available (same-day) funds. Any accrued
interest payable on the Notes accepted for payment in the Offer up to the
Payment Date will be paid in cash in immediately available (same-day) funds
concurrently with the payment of the Total Consideration or the Tender Offer
Consideration for those Notes. The Payment Date is expected to occur promptly
after the Expiration Time. Under no circumstances will any additional amount be
paid by the Issuer or the Depositary by reason of any delay in making the
payment.


 


In the event that the Offer and the Consent
Solicitation are withdrawn, terminated or otherwise not completed, no
consideration will be paid or become payable.


 


Subject to all applicable securities laws and the
terms set forth in the Offer, the Issuer reserves the right:


 


•                                to waive prior to the Expiration Time any and
all conditions to the Offer and the Consent Solicitation,


 


3





















 


•                                to extend or to terminate the Offer or the
Consent Solicitation; or


 


•                                otherwise to amend the Offer or the Consent
Solicitation in any respect.


 


Notwithstanding any other provision of the Offer or
the Consent Solicitation, the Issuer’s obligation to accept for payment and to
pay for Notes validly tendered pursuant to the Offer is conditioned upon:


 


•                                the execution by the Issuer and the Trustee of
the Supplemental Indenture implementing the Proposed Amendments following receipt
of the Requisite Consents (we refer to this condition as the “Requisite Consents Condition”); and


 


•                                satisfaction of the other conditions to the
Offer set forth in this Offer to Purchase. See “The Offer and Consent
Solicitation—Conditions of the Offer and the Consent Solicitation.”


 


Under the terms of the Indenture, if the Offer is not consummated, the
Issuer may at any time prior to August 1, 2006 redeem up to 35% of the
aggregate principal amount of Notes at a redemption price of 112.5% of the
principal amount thereof, plus accrued and unpaid interest, with the net cash
proceeds of one or more “Qualified Equity
Offerings” (as defined in the Indenture), provided that at least 65%
of the aggregate principal amount of the Notes issued under the Indenture remains
outstanding after the occurrence of such redemption and the redemption occurs
within 90 days of the date of the Qualified Equity Offering.


 


The Offer and the Consent Solicitation are not being
made to (nor will the tender of Notes for payment be accepted from or on behalf
of) Holders of Notes in any jurisdiction where the making or acceptance of the
Offer or the Consent Solicitation would not comply with the laws of that
jurisdiction.


 


None of this Offer to Purchase, the Letter of
Transmittal or any related document has been filed with the Securities and
Exchange Commission, nor has any such document been filed with or reviewed by
any federal or state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or adequacy of this Offer to
Purchase or the Letter of Transmittal or any related documents, and it is
unlawful and may be a criminal offence to make any representation to the
contrary.


 


None of the Issuer, the Dealer Manager, the Information Agent or the
Depositary makes any recommendation as to whether or not Holders should tender
Notes and deliver Consents in response to the Offer and Consent Solicitation.
Each Holder must make his, her or its own decision as to whether to tender
Notes and deliver Consents and, if so, as to how many Notes to tender and
Consents to deliver.


 


IMPORTANT INFORMATION


 


Any Holder that wishes to tender Notes and thereby
deliver a Consent should either:


 


•                                in the case of a Holder that holds physical
certificates evidencing the Notes, complete and sign the accompanying Letter of
Transmittal (or a facsimile thereof) in accordance with the instructions set
forth therein, have its signature thereon guaranteed, if required, and mail or
deliver the Letter of Transmittal (or such manually signed facsimile) together
with the certificate(s) evidencing the Notes and any other required documents
to The Bank of Nova Scotia Trust Company of New York, which is serving as the
depositary, and which we refer to as the “Depositary,”
at the address set forth on the cover of the Letter of Transmittal; or


 


•                                in the case of a Holder that holds Notes in
book-entry form, follow the procedures set forth under “The Offer and Consent
Solicitation—Procedures for Tendering Notes and Delivering Consents—Tender of
Notes Held Through DTC; Book-Entry Transfer”; or


 


4





















 


•                                in the case of a beneficial owner whose Notes
are held by a broker, dealer, commercial bank, trust company or other nominee,
contact such nominee.


 


No guaranteed delivery procedures will be available
for tendering Notes in the Offer.


 


The Depository Trust Company, which we refer to as “DTC,” has authorized DTC participants that
hold Notes on behalf of beneficial owners of Notes to tender their Notes and
thereby deliver Consents as if they were Holders of those Notes. To effect a
tender and deliver a Consent, DTC participants may, in lieu of delivering the
Letter of Transmittal, transmit their acceptance to DTC through the DTC
Automated Tender Offer Program, which we refer to as “ATOP,” and follow the procedure for
book-entry transfer set forth in “The Offer and Consent Solicitation—Procedures
for Tendering Notes and Delivering Consents.”


 


The delivery of this Offer to Purchase shall not under any circumstances
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof or that there has been no change in the
information set forth herein or in any attachments hereto or in the affairs of
the Issuer or any of its affiliates since the date hereof.


 


No dealer, salesperson or other person has been
authorized to give any information or to make any representation not contained
in this Offer to Purchase and, if given or made, you may not rely on that
information or representation as having been authorized by the Issuer or the
Dealer Manager.


 


THE OFFER TO PURCHASE AND THE LETTER
OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY
BEFORE YOU MAKE ANY DECISION WITH RESPECT TO A TENDER OF NOTES PURSUANT TO THE
OFFER AND DELIVERY OF A CONSENT PURSUANT TO THE CONSENT SOLICITATION.


 


AVAILABLE INFORMATION


 


The Issuer files annual, quarterly and current reports
and other information with the SEC. Its SEC filings are available to the public
over the Internet at the SEC’s web site at http://www.sec.gov. You may also
read and copy any document that the Issuer files with the SEC at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can also obtain copies at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. This
information is also available free of charge at the offices of the Luxembourg
Paying Agent set forth on the back page of this Offer to Purchase.


 


INCORPORATION BY REFERENCE


 


The Issuer incorporates by reference the following
documents:


 


•                                the Annual Report of the Issuer on Form 20-F,
for the fiscal year ended December 31, 2004; and


 


•                                the Current Reports of the Issuer on Form 6-K
submitted on May 19 and June 1, 2005.


 


All documents and reports filed or submitted by the
Issuer pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” after the date of this
Offer to Purchase and at or prior to the Expiration Time shall be deemed
incorporated herein by reference and shall be deemed to be a part of this Offer
to Purchase from the date of filing of those documents and reports. These
documents and reports are available free of charge at the offices of the
Luxembourg Paying Agent set forth on the back page of this Offer to
Purchase. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Offer to Purchase, shall
be deemed to be modified or


 


5





















 


superseded for purposes of this Offer to Purchase to
the extent that a statement contained herein or in any subsequently filed
document or report that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.


 


Any person receiving a copy of this Offer to Purchase
may obtain without charge, upon request, copies of any of the documents
incorporated by reference herein, except for the exhibits to those documents
(unless the exhibit is specifically incorporated by reference in this Offer to
Purchase), by writing or calling Vodafone Group Plc, Attention: Group Treasury,
Vodafone House, The Connection, Newbury, RG14 2FN (tel: +441635673809).


 


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TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  SUMMARY

  	
  8

  
	
   

  	
   

  
	
  THE ISSUER

  	
  14

  
	
   

  	
   

  
	
  PURPOSE OF THE OFFER AND
  CONSENT SOLICITATION

  	
  14

  
	
   

  	
   

  
	
  THE OFFER AND CONSENT
  SOLICITATION

  	
  14

  
	
   

  	
   

  
	
  THE PROPOSED AMENDMENTS

  	
  26

  
	
   

  	
   

  
	
  CONSIDERATIONS FOR
  NON-TENDERING HOLDERS OF NOTES

  	
  28

  
	
   

  	
   

  
	
  CERTAIN UNITED STATES
  FEDERAL INCOME TAX CONSEQUENCES

  	
  30

  
	
   

  	
   

  
	
  DEALER MANAGER, SOLICITATION
  AGENT, DEPOSITARY AND INFORMATION AGENT

  	
  33

  
	
   

  	
   

  
	
  FEES AND EXPENSES

  	
  33

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
  34

  



 


7





















 


SUMMARY


 


The following summary is provided
solely for the convenience of the Holders of the Notes. This summary is not
intended to be complete and is qualified in its entirety by reference to the
full text and more detailed information contained elsewhere in this Offer to
Purchase and the Letter of Transmittal and any amendments or supplements to
those documents. Holders of the Notes are urged to read this Offer to Purchase
and the Letter of Transmittal in their entirety. Each of the capitalized terms
used in this Summary and not defined herein has the meaning set forth elsewhere
in this Offer to Purchase.


 


	
  The Issuer

  	
   

  	
  MobiFon Holdings B.V., a
  corporation organized under the laws of The Netherlands.

  
	
   

  	
   

  	
   

  
	
  The Notes

  	
   

  	
  Series A 12.50% Senior
  Notes due 2010 (CUSIP No. 607054AB9; ISIN No. US607054AB95). The
  Notes were issued under the Indenture.

   

  As of the date hereof, there
  are $222,750,000 principal amount of the Notes outstanding.

  
	
   

  	
   

  	
   

  
	
  The Offer

  	
   

  	
  The Issuer is offering to
  purchase for cash, upon the terms set forth in the Offer to Purchase and the
  Letter of Transmittal, any and all of the outstanding Notes at the price for
  each $1,000 principal amount of the Notes set forth below.

  
	
   

  	
   

  	
   

  
	
  The Consent Solicitation

  	
   

  	
  In conjunction with the
  Offer, the Issuer is soliciting Consents from Holders to the adoption of the
  Proposed Amendments to the Indenture. Any Holder that wishes to tender Notes
  pursuant to the Offer must also deliver a Consent to the adoption of the
  Proposed Amendments. Holders that validly tender their Notes pursuant to the
  Offer will be deemed to have delivered their Consents by that tender. Each Holder who Consents to the Proposed Amendments prior to the
  Consent Time shall be entitled to the Total Consideration, which includes a
  Consent Payment in the amount of $20 per $1,000 principal amount of Notes
  with respect to which Consents are delivered. However, they will receive the Consent
  Payment only if the tender is made (and not validly withdrawn) at or prior to
  the Consent Time and the tendered Notes are accepted for payment pursuant to
  the terms of the Offer. See “The Offer and Consent Solicitation-The Consent
  Solicitation.”

  
	
   

  	
   

  	
   

  
	
  Total Consideration

  	
   

  	
  The Total Consideration for Notes validly
  tendered and accepted for payment pursuant to the Offer and Consents validly
  delivered pursuant to the Consent Solicitation is equal to the sum of (x) 35%
  of the Equity Claw-back Price and (y) 65% of the Fixed Spread Price. Holders
  who validly tender, and do not validly withdraw, their Notes and thereby
  deliver their Consents pursuant to the Offer prior to the Consent Time will
  receive the Total Consideration. Holders who validly tender their Notes after
  the Consent Time, but prior to the Expiration Time, will receive only the
  Tender Offer Consideration.

  



 


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  Equity Claw-back Price

  	
   

  	
  $1,125 per $1,000 principal amount of
  Notes validly tendered.

  
	
   

  	
   

  	
   

  
	
  Fixed Spread Price

  	
   

  	
  The Fixed Spread Price is equal to the
  present value on the Payment Date of all future cash flows on the Notes
  (minus accrued and unpaid interest up to, but not including, the Payment
  Date) to the Earliest Redemption Date, calculated in accordance with standard
  market practice as described in Schedule I to this Offer to Purchase,
  based on the assumptions that the Notes will be redeemed in full at $1,062.50
  per $1,000 principal amount of Notes on the Earliest Redemption Date and that
  the yield to the Earliest Redemption Date is equal to the sum of (a) the
  yield on the Reference Security, as calculated by the Dealer Manager in
  accordance with standard market practice, based on the bid-side price for the
  Reference Security, as of 2:00 p.m., New York City time, on the Price
  Determination Date, as displayed on the Bloomberg Government Pricing Monitor,
  Page PX4 (or any recognized quotation source selected by the Dealer
  Manager in its discretion if the Bloomberg Government Pricing Monitor is not
  available or is manifestly erroneous), plus
  (b) the Fixed Spread of 50 basis points. The yield on the
  Reference Security as of 5:00 p.m., New York City time, on June 6,
  2005 was 3.582%.

  
	
   

  	
   

  	
   

  
	
  Consent Payment

  	
   

  	
  $20 per $1,000 principal amount of the
  Notes.

  
	
   

  	
   

  	
   

  
	
  Tender Offer Consideration

  	
   

  	
  The Total Consideration minus the Consent
  Payment.

  
	
   

  	
   

  	
   

  
	
  Accrued Interest

  	
   

  	
  Holders also will receive
  accrued interest up to, but not including, the Payment Date.

  
	
   

  	
   

  	
   

  
	
  Consent Time

  	
   

  	
  The Consent Time is 5:00 p.m.,
  New York City time, on June 21, 2005, unless extended by the Issuer.

  
	
   

  	
   

  	
   

  
	
  Expiration Time

  	
   

  	
  The Offer will expire at
  12:01 a.m., New York City time, on July 6, 2005, unless extended by
  the Issuer.

  
	
   

  	
   

  	
   

  
	
  Proposed
  Amendments

  	
   

  	
  Substantially all of the restrictive
  covenants, certain reporting obligations, certain events of default and
  related provisions and certain opinion delivery obligations in the event of
  defeasance in the Indenture will be eliminated or modified. In addition, all
  collateral secured in favor of the Trustee for the benefit of the Holders
  will be released. The Proposed Amendments would, among other things,
  eliminate:

   

  •           covenants governing the Issuer’s actions
  contained in the Indenture relating to the following limitations or
  requirements: reports, taxes, restricted payments, dividend and other payment
  restrictions affecting subsidiaries, incurrence of indebtedness and issuance
  of preferred stock, asset sales, transactions with affiliates, liens,
  business activities, offer to repurchase upon change of control, sale and
  leaseback transactions, activities of the 

  



 


9





















 


	
   

  	
   

  	
  Issuer (subject to the
  receipt of Consents in respect of at least 66 and 2/3%
  of the aggregate principal amount of the Notes then outstanding), and
  guarantees of indebtedness,

   

  •           the related events of default governing the
  Issuer’s actions contained in the Indenture; and

   

  •           certain opinion delivery obligations in the
  event of defeasance.

   

  The Proposed Amendments will be set forth in the
  Supplemental Indenture that will be executed by the Issuer and the Trustee.
  However, the Supplemental Indenture will provide that the Proposed Amendments
  will not become operative unless and until validly tendered Notes are
  purchased pursuant to the Offer. If the Proposed Amendments become operative,
  the Holders will be bound thereby whether or not they have provided a
  Consent. If Notes are not purchased pursuant to the Offer (or if the
  Requisite Consent Condition is not satisfied), the Proposed Amendments will
  never become operative.

   

  For a brief description of
  the Proposed Amendments to the Indenture for which Consents are being sought
  pursuant to the Consent Solicitation, see “The Proposed Amendments.”

  
	
   

  	
   

  	
   

  
	
  Purpose of the Offer and Consent
  Solicitation

  	
   

  	
  The purpose of the Offer is
  to acquire any and all of the outstanding Notes. The purpose of the Consent
  Solicitation and the Proposed Amendments is to eliminate or modify
  substantially all of the restrictive covenants, certain reporting
  obligations, certain events of default and related provisions governing the
  Issuer’s actions contained in the Indenture.

  
	
   

  	
   

  	
   

  
	
  Requisite Consents

  	
   

  	
  Except as noted below,
  validly delivered Consents from Holders representing at least a majority of
  the aggregate principal amount of the Notes then outstanding are required for
  the adoption of the Proposed Amendments, excluding for such purposes any
  Notes held by the Issuer or any of its affiliates. The Company may execute
  the Supplemental Indenture at any time after receipt of the Requisite
  Consents.

   

  We note, however, that the
  amendment of §4.17 — “Limitation on Activities of the Company” of the
  Indenture, requires the receipt of Consents representing at least 66 and 2/3%
  of the aggregate principal amount of Notes then outstanding and, therefore,
  the Proposed Amendments will include the elimination of §4.17 only if
  Consents representing at least 66 and 2/3% of the
  aggregate principal amount of Notes outstanding are received pursuant to the
  Offer.

  
	
   

  	
   

  	
   

  
	
  Withdrawal and Revocation Rights

  	
   

  	
  Notes tendered pursuant to the Offer and
  Consents delivered pursuant to the Consent Solicitation may be withdrawn at
  any time prior to the Consent Time, but not thereafter, by complying

  



 


10





















 


	
   

  	
   

  	
  with the procedures described herein. A
  valid withdrawal of tendered Notes prior to the Consent Time shall be deemed
  a revocation of the related Consent. Valid revocation of Consents prior to
  the Consent Time will be deemed a withdrawal of the related Notes previously
  tendered pursuant to the Offer.

   

  If the Issuer reduces the principal
  amount of Notes subject to the Offer or the Tender Offer Consideration or is
  otherwise required by law to permit withdrawals (in which case previously
  tendered Notes may be validly withdrawn to the extent required by law), then
  previously tendered Notes may be validly withdrawn until the expiration of
  the relevant period after the date that notice of such reduction or
  requirement is first published or given or sent to Holders by the Issuer.

   

  In addition, tendered Notes may be
  validly withdrawn if the Offer is terminated without any Notes being
  purchased thereunder. In the event of a termination of the Offer, the Notes
  tendered pursuant to the Offer will be promptly returned to the tendering
  Holders.

  
	
   

  	
   

  	
   

  
	
  Payment Date

  	
   

  	
  The Total Consideration, or
  Tender Offer Consideration, as applicable, for Notes validly tendered and
  accepted for payment will be paid promptly after the Expiration Time. Payment
  will be made in immediately available (same-day) funds. See “The Offer and
  Consent Solicitation-Acceptance of Notes for Purchase; Payment for Notes and
  Consents.”

  
	
   

  	
   

  	
   

  
	
  Certain Conditions Precedent to the
  Offer and the Consent Solicitation

  	
   

  	
  The Offer is conditioned
  upon the satisfaction of the Requisite Consents Condition, and the other
  conditions to the consummation of the Offer set forth in this Offer to
  Purchase. The Issuer reserves the right, in its sole discretion, to waive any
  and all conditions to the Offer and Consent Solicitation prior to the
  Expiration Time. See “The Offer and Consent Solicitation-Conditions of the
  Offer and the Consent Solicitation.”

  
	
   

  	
   

  	
   

  
	
  Certain
  Consequences to Holders of Notes Not Tendering

  	
   

  	
  Consummation of the Offer
  and the adoption of the Proposed Amendments may have adverse consequences for
  Holders of Notes that elect not to tender Notes in the Offer, including the
  following:

   

  •           Holders of Notes outstanding after
  consummation of the Offer and the Proposed Amendments become operative will
  not be entitled to the benefit of substantially all of the restrictive
  covenants, certain reporting obligations and certain of the event of default
  and related provisions presently contained in the Indenture pursuant to which
  the Notes were issued;

   

  •           all collateral secured in favor of the
  Trustee for the benefit of the Holders will be released;

   

  •           the trading market for Notes not tendered in
  response to 

  



 


11





















 


	
   

  	
   

  	
  the Offer is likely to be
  significantly more limited; and

  
	
   

  	
   

  	
  •           non-tendering Holders may be subject to
  certain adverse tax consequences if the Proposed Amendments result in a
  deemed exchange of the Notes for “new” notes.

   

  For a discussion of certain
  factors that should be considered in evaluating the Offer and the Consent
  Solicitation, see “Considerations for Non-Tendering Holders of Notes.”

  
	
   

  	
   

  	
   

  
	
  Procedures for Tendering Notes and
  Delivering Consents

  	
   

  	
  A beneficial owner whose
  Notes are held by a broker, dealer, commercial bank, trust company or other
  nominee must contact each nominee if that beneficial owner wishes to tender
  its Notes and thereby deliver a Consent. DTC participants may, in lieu of
  completing and signing the Letter of Transmittal, transmit their acceptance
  to DTC through ATOP. For further information, call the Information Agent or
  the Dealer Manager at the telephone numbers set forth on the back cover of
  this Offer to Purchase or consult your broker, dealer, commercial bank, trust
  company or other nominee for assistance. See “The Offer and Consent
  Solicitation-Procedures for Tendering Notes and Delivering Consents.”

  
	
   

  	
   

  	
   

  
	
  Certain United States Federal
  Income Tax Consequences

  	
   

  	
  For a summary of the United
  States federal income tax consequences of the Offer and the Consent
  Solicitation, see “Certain United States Federal Income Tax Consequences.”

  
	
   

  	
   

  	
   

  
	
  Waivers;
  Extensions; Amendments; Termination

  	
   

  	
  The Issuer expressly
  reserves the right, in its sole discretion, subject to applicable law, at any
  time or from time to time, to:

   

  •           waive any condition to the Offer and accept all
  Notes previously tendered pursuant to the Offer;

   

  •           extend the Consent Time or the Expiration
  Time and, unless otherwise provided for in the Offer to Purchase, retain all
  Notes tendered pursuant to the Offer and Consents delivered pursuant to the
  Consent Solicitation;

   

  •           amend the terms of the Offer or Consent
  Solicitation in any respect; and

   

  •           terminate the Offer and not accept for
  purchase any Notes upon failure of any of the conditions to the Offer.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any amendment applicable to
  the Offer will apply to all Notes tendered pursuant to the Offer. See “The
  Offer and Consent Solicitation-Expiration Time; Consent Time; Extensions;
  Termination; Amendments.”

  
	
   

  	
   

  	
   

  
	
  Brokerage Commissions

  	
   

  	
  No brokerage commissions are
  payable by Holders of the Notes to the Dealer Manager, the Information Agent
  or the Depositary. If Notes are held through a nominee, Holders should
  contact such nominee to determine whether any transaction costs are

  



 


12





















 


	
   

  	
   

  	
  applicable.

  
	
   

  	
   

  	
   

  
	
  Dealer Manager and Solicitation
  Agent

  	
   

  	
  Goldman, Sachs &
  Co.

  
	
   

  	
   

  	
   

  
	
  Information Agent

  	
   

  	
  D.F. King & Co., Inc.

  
	
   

  	
   

  	
   

  
	
  Depositary

  	
   

  	
  The Bank of Nova Scotia
  Trust Company of New York.

  
	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  The Bank of Nova Scotia
  Trust Company of New York.

  
	
   

  	
   

  	
   

  
	
  Luxembourg Paying Agent

  	
   

  	
  Dexia Banque Internationale
  à Luxembourg.

  
	
   

  	
   

  	
   

  
	
  Further Information

  	
   

  	
  You may request assistance
  or additional copies of this Offer to Purchase, the Letter of Transmittal and
  any other documents related to the Offer and Consent Solicitation by contacting
  the Information Agent at its telephone number and address set forth on the
  back cover of this Offer to Purchase. Questions or requests for assistance
  may be directed to the Dealer Manager at its address and telephone number set
  forth on the back cover of this Offer to Purchase.

  



 


13





















 


THE ISSUER


 


Through its subsidiary, the Issuer provides wireless
telecommunications services in Romania. On May 31, 2005, Vodafone
International Holdings B.V., a wholly owned subsidiary of Vodafone Group Plc,
referred to herein as Vodafone, completed the purchase of 79% of the shares of
the parent company of the Issuer, bringing its total shareholding to 99%. The
Issuer is now a subsidiary of Vodafone.


 


The Issuer’s principal executive offices are located
at Rivium Quadrant 173-177, 2909 LC Capelle aan den Ijssel, The Netherlands.


 


PURPOSE OF THE OFFER AND CONSENT SOLICITATION


 


The purpose of the Offer is to acquire any and all of
the outstanding Notes and eliminate the associated interest expense. The
purpose of the Consent Solicitation and the Proposed Amendments is to eliminate
or modify substantially all of the restrictive covenants, certain reporting
obligations and certain events of default governing the Issuer’s actions contained
in the Indenture. In addition, in accordance with the Proposed Amendments, all
collateral secured in favor of the Trustee for the benefit of the Holders will
be released. See “Considerations for Non-Tendering Holders of Notes” and “The
Proposed Amendments.”


 


THE OFFER AND CONSENT SOLICITATION


 


Terms


 


Upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the accompanying Letter of Transmittal (including, if the Offer
is extended or amended, the terms and condition of any such extension or
amendment), the Issuer is offering to purchase for cash any and all of its
outstanding Notes at a price for each $1,000 principal amount of Notes tendered
pursuant to the Offer equal to the Tender Offer Consideration, plus accrued and
unpaid interest on the Notes up to, but not including, the Payment Date. The
Tender Offer Consideration for Notes validly tendered and accepted for payment
pursuant to the Offer is equal to the sum of (x) 35% of the Equity Claw-back
Price and (y) 65% of the Fixed Spread Price, less the Consent Payment. The
Equity Claw-back Price is equal to $1,125 per $1,000 principal amount of Notes.
The Fixed Spread Price is equal to the present value on the Payment Date of all
future cash flows on the Notes (minus accrued and unpaid interest to, but not
including, the Payment Date) to the Earliest Redemption Date, calculated in
accordance with standard market practice as described in Schedule I to
this Offer to Purchase, based on the assumption that the Notes will be redeemed
in full at $1,062.50 per $1,000 principal amount of Notes on the Earliest
Redemption Date and that the yield to the Earliest Redemption Date is equal to
the sum of (a) the yield on the Reference Security, as calculated by the
Dealer Manager in accordance with standard market practice, based on the
bid-side price for the Reference Security, as of 2:00 p.m. New York City
time, on the Price Determination Date, as displayed on the Bloomberg Government
Pricing Monitor, Page PX4 (or any recognized quotation source selected by
the Dealer Manager in its discretion if the Bloomberg Government Pricing
Monitor is not available or is manifestly erroneous), plus (b) 50 basis points. The yield
on the Reference Security as of 5:00 p.m., New York City time, on June 6,
2005 was 3.582%.


 


Upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the accompanying Letter of Transmittal (including, if the
Consent Solicitation is extended or amended, the terms and conditions of any
such extension or amendment), the Issuer is soliciting Consents to the Proposed
Amendments from Holders of the Notes, and is offering to pay to each Holder who
consents to the Proposed Amendments prior to the Consent Time, the Total
Consideration, which includes the Tender Offer Consideration and the Consent
Payment in cash in the amount of $20 per $1,000 principal amount of the Notes
in respect of Notes for which


 


14





















 


Consents have been validly delivered and not validly revoked prior to
such Consent Time. Such payment will be made on the Payment Date if, but only
if, the Notes are accepted for payment pursuant to the terms of the Offer.


 


The Proposed Amendments require the Consents of the Holders of at least
a majority of the then outstanding aggregate principal amount of the Notes
issued thereunder (except for the amendment of §4.17 — “Limitation on
Activities of the Company” of the Indenture, which requires Consents from
Holders of at least 66 and 2/3% of the then outstanding aggregate principal
amount of Notes), excluding for such purposes any Notes owned by the Issuer or
any of its affiliates. See “The Proposed Amendments” for a description of the
Proposed Amendments.


 


Payment of the Total Consideration (i.e., the Tender Offer
Consideration plus the Consent Payment) or the Tender Offer Consideration, as
applicable, plus accrued and unpaid interest up to, but not including, the
Payment Date, for Notes validly tendered and accepted for payment shall be made
promptly following the Expiration Time on the Payment Date. Any Holder who
tenders Notes after the Consent Time will be entitled to receive, if Notes are
accepted for payment pursuant to the Offer, the Tender Offer Consideration, but
not the Consent Payment, for the Notes so tendered and accepted for payment.
The Issuer will be deemed to have accepted validly tendered Notes in the Offer
and, therefore, validly delivered Consents in the Consent Solicitation, when,
as and if the Issuer has given oral or written notice thereof to the
Depositary.


 


Holders who desire to tender their Notes pursuant to the Offer and to
receive the Total Consideration are required to validly tender such Notes and
deliver a Consent to the Proposed Amendments prior to the Consent Time. The
completion, execution and delivery of the Letter of Transmittal by a Holder in
connection with the tender of Notes will constitute the delivery of a Consent
by the tendering Holder to the Proposed Amendments. As the Proposed Amendments
are being presented as one proposal with respect to the Indenture, the delivery
of a Consent by a Holder will constitute a consent to all of the Proposed
Amendments.


 


Holders that validly tender will receive on the
Payment Date accrued interest up to, but not including, the Payment Date.


 


To the extent permitted by applicable law, the Issuer
reserves the right to extend, delay, accept, amend or terminate the Offer and
the Consent Solicitation. To the extent permitted by applicable law, the Issuer
may waive any or all of the conditions to the Offer and the Consent
Solicitation.


 


All Holders that tender their Notes
pursuant to the Offer and in accordance with the procedures described in this
Offer to Purchase will be deemed to have delivered their Consents pursuant to
the Consent Solicitation. Holders may not deliver Consents without tendering
their Notes nor may they tender Notes without delivering Consents. However,
Holders who tender their Notes after the Consent Time will receive the Tender
Offer Consideration, rather than the Total Consideration. A Holder may not revoke a Consent without withdrawing the previously
tendered Notes to which such Consent relates. Tenders of Notes may be validly
withdrawn and Consents may be validly revoked at any time prior to the Consent
Time, but not thereafter. A valid withdrawal of tendered Notes prior to the
Consent Time will constitute the concurrent valid revocation of such Holder’s
related Consent.


 


Notes may be tendered and will be accepted for payment
only in denominations of $1,000 principal amount and integral multiples
thereof. The Depositary will act as agent for the tendering Holders for the
purpose of receiving the cash consideration from the Issuer. In the event the
Issuer amends the consideration offered for Notes in the Offer, the amended consideration
will be paid with regard to all Notes accepted in the Offer, including those
accepted before the announcement of an increase in consideration.


 


Holders that tender in the Offer will not be required
to pay brokerage commissions to the Dealer Manager, the Information Agent or
the Depositary or fees or, subject to the instructions in the Letter of
Transmittal, other


 


15





















 


transfer taxes with respect to the tender of Notes
pursuant to the Offer. If Notes are held through a nominee, Holders should
contact the nominee to determine whether any transaction costs are applicable.
See “Fees and Expenses.”


 


No appraisal rights are available to Holders in
connection with the Offer or the Consent Solicitation.


 


The Consent Solicitation


 


In conjunction with the Offer, the Issuer is
soliciting Consents from Holders of Notes to the adoption of the Proposed
Amendments.


 


Holders that tender their Notes at or
prior to the Expiration Time pursuant to the Offer, and do not validly withdraw
such tenders prior to the Consent Time, in accordance with the procedures
described in this Offer to Purchase, will be deemed to have delivered their
Consents pursuant to the Consent Solicitation. Holders may not deliver Consents
without tendering their Notes in the Offer.


 


Upon receipt of the Requisite Consents, the Issuer
intends to cause the Depositary to deliver the Requisite Consents to the
Trustee as soon as practicable after the Expiration Time. The Issuer will not
be obligated to accept tendered Notes for purchase and to pay the Total
Consideration or the Tender Offer Consideration, as applicable, pursuant to the
Offer unless, among other things, the Requisite Consents Condition and the
other conditions set forth in this Offer to Purchase shall have been satisfied
or waived. In addition, Consents will not be counted if the tender of a Holder’s
Notes is defective and the defect is not cured to the satisfaction of, or
waived by, the Issuer. The Issuer may, but is not obligated to, execute the
Supplemental Indenture at any time after receipt of the Requisite Consents.
Pursuant to the terms of the Supplemental Indenture, which will be effective
upon execution, the provisions to be eliminated or modified by the Proposed
Amendments will remain unchanged until the Notes that were validly tendered and
not withdrawn prior to the Consent Time are accepted for payment pursuant to
the terms of the Offer, at which time the Proposed Amendments automatically
will become operative. See “—Conditions of the Offer and the Consent
Solicitation.”


 


If the Requisite Consents are received and the Proposed Amendments have
become operative with respect to the Notes, the Proposed Amendments will be
binding on all non-tendering Holders of the Notes. Accordingly, consummation of the Offer and the adoption of Proposed
Amendments may have adverse consequences for Holders who elect not to tender in
the Offer. See “Considerations for Non-Tendering Holders of Notes”. As
a result of the adoption of the Proposed Amendments, Holders of outstanding
Notes will no longer be entitled to the benefit of substantially all of the
restrictive covenants, certain reporting obligations, certain events of default
and certain other provisions presently contained in the Indenture, and all collateral
secured in favour of the Trustee for the benefit of the Holders will be
released. In addition, the trading market for any Notes not validly tendered pursuant to
the Offer is likely to be significantly more limited in the future if the Offer
is consummated. See “Considerations for Non-Tendering Holders of Notes” and “The
Proposed Amendments.” Moreover, non-tendering Holders may be subject to certain
adverse tax consequences if the Proposed Amendments result in a deemed exchange
of the Notes for ‘‘new’’ notes. See “Certain United States Federal Income Tax
Consequences—Non-Tendering Holders.”


 


Acceptance of Notes for Purchase; Payment For Notes
and Consents


 


Upon the terms and subject to the conditions of the
Offer, the Issuer will accept all Notes validly tendered (and not validly
withdrawn) pursuant to the Offer and all Consents validly delivered (and not
validly revoked). Subject to rules promulgated under the Exchange Act, the
Issuer expressly reserves the right to delay acceptance of any of the Notes and
Consents or to terminate the Offer or the Consent Solicitation and not accept
for purchase any Notes not theretofore accepted if any of the conditions set
forth under the heading


 


16





















 


“—Conditions of the Offer and the Consent Solicitation”
are not satisfied or waived by the Issuer. The Issuer will pay the Tender Offer
Consideration or the Total Consideration, as applicable, pursuant to the Offer
promptly after the acceptance for payment of the applicable Notes validly
tendered and not validly withdrawn pursuant to the Offer. In all cases, the
Issuer will purchase Notes accepted for purchase pursuant to the Offer only
after timely receipt by the Depositary of:


 


•                                certificates representing the Notes or timely
confirmation of a book-entry transfer of the Notes into the Depositary’s
account at DTC pursuant to the procedures set forth under “—Procedures for
Tendering Notes and Delivering Consents;”


 


•                                a validly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) or a validly transmitted
Agent’s Message (as defined below); and


 


•                                any other documents required thereby.


 


For purposes of the Offer, the Issuer will be deemed
to have accepted validly tendered Notes when, as and if the Issuer gives oral
or written notice thereof to the Depositary. Consents
delivered to the Depositary will be deemed to have been accepted by the Issuer
if, as and when the Issuer and the Trustee execute the Supplemental Indenture,
but the Consent Payment will not be payable until the Issuer has accepted the
Notes for payment pursuant to the Offer. The Depositary will act as agent for the tendering Holders for the
purposes of receiving the cash consideration from the Issuer and transmitting
the cash consideration to the tendering Holders. Under no circumstances will
any additional amount be paid by the Issuer or the Depositary by reason of any
delay in making the cash consideration payment.


 


All questions as to the validity, form, eligibility
(including the time of receipt), acceptance and withdrawal of tendered Notes
and delivery and revocation of delivered Consents will be resolved by the
Issuer, whose determination will be final and binding. The Issuer reserves the
absolute right to reject any or all tenders of Notes and deliveries of Consents
that are not in proper form or the acceptance of which would, in the opinion of
counsel for the Issuer, be unlawful, and waive any irregularities or conditions
of tender as to particular Notes or delivery as to particular Consents. The
Issuer’s interpretation of the terms and conditions of the Offer and the
Consent Solicitation (including the instructions in the Letter of Transmittal)
will be final and binding. Unless waived, any irregularities or defects in
connection with tenders of Notes and deliveries of Consents must be cured
within that period of time as the Issuer determines. None of the Issuer, the
Dealer Manager, the Information Agent, the Depositary or the Trustee will have
any duty to give notification of irregularities or defects in tenders or
deliveries or will incur any liability for failure to give that notification.
Tenders of Notes or deliveries of Consents will not be deemed to have been made
until the irregularities have been cured to the satisfaction of, or waived by,
the Issuer.


 


If, for any reason whatsoever, acceptance for purchase
of any Notes tendered and Consents delivered pursuant to the Offer and the
Consent Solicitation is delayed, or the Issuer is unable to accept for purchase
Notes tendered and Consents delivered pursuant to the Offer and the Consent
Solicitation, then, without prejudice to the Issuer’s rights set forth in this
Offer to Purchase, the Depositary may nevertheless, on behalf of the Issuer,
and subject to rules promulgated under the Exchange Act, retain previously
tendered Notes and delivered Consents, and those Notes may not be withdrawn and
those Consents may not be revoked.


 


If the Offer is terminated or withdrawn, or if any
tendered Notes are not accepted for purchase because of an invalid tender, the
occurrence or non-occurrence of certain other events set forth in this Offer to
Purchase, or otherwise, then the unaccepted Notes will be returned promptly, at
the Issuer’s expense, to the tendering Holder thereof (or, in the case of Notes
tendered by book-entry transfer, those Notes will be credited to the account
maintained at DTC from which those Notes were delivered) (unless otherwise
requested by the Holder under “Special Delivery Instructions” in the Letter of
Transmittal) promptly after the Expiration Time


 


17





















 


or the termination of the Offer and the Consents
delivered in connection with those Notes will be deemed void.


 


No alternative, conditional or contingent tenders of Notes
or deliveries of Consents will be accepted. A tendering Holder, by executing a
Letter of Transmittal or facsimile thereof, or by electronically transmitting
its acceptance through ATOP, waives all rights to receive notice of acceptance
of that Holder’s Notes for purchase.


 


Holders whose Notes are tendered and accepted for
purchase pursuant to the Offer will be entitled to accrued and unpaid interest
on their Notes up to, but not including, the applicable Payment Date.


 


Procedures for Tendering Notes and Delivering Consents


 


The tender of Notes at or prior to the Expiration Time
pursuant to the Offer and in accordance with the procedures described below
will be deemed to constitute the delivery of a Consent with respect to the
Notes tendered. Holders may not deliver Consents without tendering their Notes
in the Offer. Holders that validly tender (and do not validly withdraw) their
Notes and thereby deliver Consents at or prior to the Consent Time will be
eligible to receive the Total Consideration. Notes tendered after the Consent
Time but at or prior to the Expiration Time will be eligible to receive the
Tender Offer Consideration only.


 


The tender by a Holder of Notes and delivery of a
Consent pursuant to one of the procedures set forth below will constitute a
binding agreement among that Holder and the Issuer in accordance with the terms
and subject to the conditions set forth in this Offer to Purchase and in the
Letter of Transmittal.


 


Letters of Transmittal and Notes
should be sent only to the Depositary and not to the Issuer, the Dealer Manager
and Solicitation Agent, the Information Agent, DTC or the Trustee.


 


No guaranteed delivery procedures
will be available for tendering Notes in the Offer.


 


Tender of Notes Held Through DTC; Book-Entry Transfer


 


The Depositary will seek to establish accounts with
respect to the Notes at DTC for the purpose of the Offer within two New York
Stock Exchange, Inc. trading days after the date of the Offer to Purchase.
Any financial institution that is a participant in DTC’s system may make
book-entry delivery of Notes by causing DTC to transfer the Notes into the
Depositary’s account in accordance with DTC’s procedure for transfer.


 


The Depositary and DTC have confirmed that the Offer
is eligible for ATOP. To effectively tender Notes that are held through DTC,
DTC participants may, in lieu of physically completing and signing the Letter
of Transmittal and delivering it to the Depositary, electronically transmit
their acceptance through ATOP, and DTC will then verify the acceptance and send
an Agent’s Message (as defined below) to the Depositary for its acceptance. The
Agent’s Message must be received at or prior to the Consent Time to make the
Holder eligible to receive the Total Consideration. Delivery of tendered Notes
must be made to the Depositary pursuant to the book-entry delivery procedures
set forth below.


 


The term “Agent’s
Message” means a message transmitted by DTC to, and received by, the
Depositary and forming part of a book-entry confirmation, which is referred to
as the “Book-Entry Confirmation,”
which states that DTC has received an express acknowledgment from a participant
in DTC tendering Notes which are the subject of such Book-Entry Confirmation,
that the participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that the Issuer may enforce the agreement against
that participant. Delivery of the Agent’s Message by DTC will satisfy the terms
of the Offer and the Consent Solicitation as to execution and delivery of a
Letter of Transmittal by the participant identified in the Agent’s Message.


 


18





















 


Method of Delivery


 


The method of delivery of Notes and other documents to
the Depositary, including delivery through DTC and any acceptance of an Agent’s
Message transmitted through ATOP, is at the election and risk of the Holder,
and delivery will be deemed made when actually received by the Depositary.
Instead of effecting delivery by mail, it is recommended that tendering and
consenting Holders use an overnight or hand delivery service. If delivery is by
mail, it is recommended that Holders use registered mail, validly insured, with
return receipt requested. In all cases, Holders should allow sufficient time to
ensure delivery to the Depositary at or prior to the Consent Time or the
Expiration Time, as applicable.


 


Signature Guarantees


 


All signatures on a Letter of Transmittal must be
guaranteed by a recognized participant (a “Medallion
Signature Guarantor”) in the securities transfer agents’ Medallion
Program, unless the Notes tendered or withdrawn, as the case may be, pursuant
thereto are tendered by (i) the registered Holder of such Notes (which
term, for purposes of the Letter of Transmittal, shall include any participant
in DTC whose name appears on a security position listing as the owner of Notes)
that has not completed any of the boxes entitled “Special Payment Instructions”
or “Special Delivery Instructions” on the Letter of Transmittal, or (ii) for
the account of a firm that is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.
or by a commercial bank or trust company having an office in the United States
(each an “Eligible Institution”).
If Notes are registered in the name of a person other than the signer of a
Letter of Transmittal, as the case may be, or if payment is to be made or
certificates for unpurchased Notes are to be issued or returned to a person
other than the Holder, then the Notes must be endorsed by the Holder, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Issuer, duly executed by the Holder, with those signatures
guaranteed by a Medallion Signature Guarantor.


 


Payment of Total Consideration or Tender Offer
Consideration


 


Tendering Holders should indicate in the applicable
box in the Letter of Transmittal or to DTC (in the case of Holders of Notes
that electronically transmit their acceptance through ATOP) the name and
address to which payment of the cash consideration and/or certificates
evidencing Notes not accepted for purchase, each as appropriate, are to be
issued or sent, if different from the name and address of the person signing
the Letter of Transmittal or transmitting the acceptance through ATOP, as the
case may be. In the case of payment or issuance in a different name, the
employer identification or Social Security number of the person named must also
be indicated and a Substitute Form W-9 for the recipient (which is
provided in the Letter of Transmittal and Consent) must be completed. If these
instructions are not given, the payment of the cash consideration or Notes not
accepted for purchase, as the case may be, will be made or returned, as the
case may be, to the Holder of the relevant Notes tendered.


 


Special Instructions for Beneficial Owners


 


Persons who are beneficial owners of Notes but are not
Holders of Notes and who seek to tender Notes and deliver Consents should:


 


•                                contact the Holder of the Notes and instruct
the Holder to tender the Notes and deliver a Consent on its behalf;


 


•                                obtain and include with the accompanying Letter
of Transmittal Notes validly endorsed for transfer by the Holder or accompanied
by a validly completed bond power from the Holder, together with a validly
completed irrevocable proxy that authorizes the person to deliver a Consent
pursuant to the Consent Solicitation on behalf of that Holder, with signatures
on the endorsement or bond power guaranteed by a Medallion Signature Guarantor;
or


 


19





















 


•                                effect a record transfer of the Notes from the
Holder to the beneficial owner and comply with the requirements applicable to
Holders for tendering Notes at or prior to the Consent Time or the Expiration
Time, as applicable.


 


Any Notes validly tendered at or prior to the Consent
Time or the Expiration Time accompanied by a validly completed Letter of
Transmittal or a validly transmitted Agent’s Message for the Notes will be
transferred of record by the registrar as of the Consent Time or the Expiration
Time, as applicable, at the discretion of the Issuer, subject to the
satisfaction or waiver of the conditions in the Offer to Purchase.


 


United States Federal Income Tax Backup Withholding


 


Under the United States federal income tax laws, the
Depositary may be required to withhold and remit to the United States Treasury
28% of the amount of the cash consideration paid to certain Holders of Notes
pursuant to the Offer. In order to avoid this backup withholding, each tendering
U.S. Holder (as defined below) of Notes electing to tender Notes pursuant to
the Offer must provide the Depositary with the Holder’s or payee’s correct
taxpayer identification number and certify that the Holder or payee is not
subject to the backup withholding by completing the Substitute Form W-9
provided in the Letter of Transmittal. A Non-U.S. Holder (as defined below) may
be required to submit the appropriate completed Internal Revenue Service Form W-8
(generally Form W-8 BEN) in order to establish an exemption from backup
withholding.


 


Determination of Validity


 


All questions as to the form of all documents and the
validity (including the time of receipt), eligibility, acceptance and
withdrawal of tendered Notes and revocation of delivered Consents will be
determined by the Issuer in its sole discretion, which determination will be
final and binding. The Issuer expressly reserves the absolute right to reject
any and all tenders of Notes or delivery of Consents not in proper form and to
determine whether its acceptance of or payment for the tenders of Notes or
delivery of Consents would be unlawful and, subject to applicable law, to waive
or amend any of the conditions to the Offer or to waive any defect or
irregularity in the tender of any of the Notes or the delivery of any Consents.
None of the Issuer, the Dealer Manager and Solicitation Agent, the Depositary,
the Information Agent or any other person will be under any duty to notify
Holders of any defects or irregularities in tenders of Notes or delivery of
Consents or will incur any liability for failure to give any notification of
defects or irregularities. No tender of Notes or delivery of Consents will be
deemed to have been validly made until all defects and irregularities with
respect to those Notes or Consents have been cured or waived. The Depositary
will return any Notes that it receives that are not validly tendered and as to
which irregularities have not been cured or waived to the appropriate tendering
Holder as soon as practicable. Interpretation of the terms and conditions of
the Offering Materials (including the Letter of Transmittal and the
instructions thereto) will be made by the Issuer in its sole discretion and
will be final and binding on all parties.


 


Withdrawal of Tenders and Revocation of Consents


 


Tenders of Notes may be withdrawn and Consents may be revoked pursuant
to the Offer at any time prior to the Consent Time by complying with the
procedures described herein. Thereafter, such tenders may be withdrawn and
Consents may be revoked only if the Offer is terminated without any Notes being
accepted by the Issuer for purchase thereunder or in certain limited
circumstances where additional withdrawal rights are required by law. The
withdrawal of Notes prior to the Consent Time in accordance with the procedures
set forth hereunder will effect a revocation of the related Consent. In order
for a Holder of Notes to revoke a Consent, such Holder must withdraw the
related tendered Notes.


 


Any Holder that has tendered Notes and delivered Consents may withdraw
such Notes and revoke such Consents prior to the Consent Time by delivery of a
written notice of withdrawal and revocation, subject to the limitations
described herein. For a withdrawal of tendered Notes and the revocation of Consents
to be


 


20





















 


effective, a written or facsimile transmission notice of withdrawal or
revocation must be received by the Depositary prior to the Consent Time at its
address set forth on the back cover of this Offer to Purchase. Any such notice
of withdrawal must (i) specify the name of the person who tendered the
Notes to be withdrawn or to which the revocation of Consents relates, (ii) contain
the description of the Notes to be withdrawn and the aggregate principal amount
represented by such Notes and (iii) be signed by the Holder of such Notes
in the same manner as the original signature on the Letter of Transmittal by
which such Notes were tendered and such Consent was delivered (including any
required signature guarantees), or be accompanied by (x) documents of transfer
sufficient to have the Trustee register the transfer of the Notes into the name
of the person withdrawing such Notes and revoking the Consent and (y) a
properly completed irrevocable proxy authorizing such person to effect such
withdrawal on behalf of such Holder. If the Notes to be withdrawn have been
delivered or otherwise identified to the Depositary, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of such
withdrawal even if physical release is not yet effected.


 


Any valid revocation of a Consent will automatically render the prior
tender of the Notes to which such Consent relates defective, and the Issuer
will have the right, which it may waive, to reject such tender as invalid. Any
permitted withdrawal of Notes and revocation of Consents may not be rescinded,
and any Notes validly withdrawn will thereafter be deemed not validly tendered
for purposes of the Offer and any Consents revoked will be deemed not validly
delivered for purposes of the Consent Solicitation; provided, however,
that validly withdrawn Notes may be re-tendered and revoked Consents may be
re-delivered by again following one of the appropriate procedures described
herein at any time prior to the Consent Time for Consents and the Expiration
Time for tenders.


 


If the Issuer extends the Offer, or, for any reason (whether before or
after the Notes have been accepted for payment), the acceptance for payment of,
or the payment for, the Notes is delayed or if the Issuer is unable to accept
for payment or pay for Notes pursuant to the Offer, then, without prejudice to
the Issuer’s rights hereunder, tendered Notes may be retained by the Depositary
on behalf of the Issuer and may not be withdrawn (subject to Rule 14e-l(c) under
the Exchange Act, which requires that the Issuer pay the consideration offered
or return the securities deposited by or on behalf of security Holders promptly
after the termination or withdrawal of a tender offer), except as otherwise
provided in this section.


 


If any tendered Notes are not purchased pursuant to the Offer for any
reason, the Notes will be returned to the tendering Holders thereof or credited
to the account maintained at DTC from which such Notes were delivered, unless
otherwise requested by such Holder under ‘‘Special Delivery Instructions’’ in
the Letter of Transmittal, promptly following the Expiration Time or
termination of the Offer. See ‘‘—Conditions of the Offer and Consent
Solicitation’’ and ‘‘—Expiration Time; Consent Time; Extensions; Termination;
Amendments”


 


All questions as to the validity, form and eligibility
(including time of receipt) of notices of withdrawal and revocation of Consents
will be determined by the Issuer, in its sole discretion (whose determination
shall be final and binding). None of the Issuer, the Dealer Manager, the
Solicitation Agent, the Information Agent, the Depositary, the Trustee or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or revocation of Consents, or will
incur any liability for failure to give any such notification.


 


Conditions of the Offer and the Consent Solicitation


 


The Issuer will not be required to accept any Notes
for payment and may terminate or amend the Offer, as provided herein, if the
Offer has not been consummated. Notwithstanding any other provision of the
Offer or the Consent Solicitation, the Issuer shall not be required to accept
any Notes for purchase, and may terminate, extend or amend the Offer or the
Consent Solicitation and may postpone, subject to Rule 14e-1 under the


 


21





















 


Exchange Act, the acceptance of Notes so tendered and
Consents so delivered, whether or not any other Notes or Consents have
theretofore been accepted for payment pursuant to the Offer and the Consent
Solicitation, if, at or prior to the Expiration Time, any of the following
conditions exist:


 


•                                there shall have occurred (i) any event,
change or development, including any prospective event, change or development,
that, in the sole judgment of the Issuer, has or may have a material adverse
effect on the Issuer, the market price of the Notes or the value of the Notes
to the Issuer or (ii) any outbreak or escalation of hostilities or acts of
terrorism involving the United States, the United Kingdom or Romania or the
declaration by the United States, the United Kingdom or Romania of a national
emergency or war;


 


•                                the Requisite Consents Condition shall not have
been satisfied;


 


•                                there shall have been any action taken or
threatened, or any action pending, by or before any governmental regulatory or
administrative agency or authority or by any court or tribunal, or any statute,
rule, regulation, judgment, order, stay, decree or injunction proposed, sought,
promulgated, enacted, entered, enforced or deemed applicable to the Offer or
the Consent Solicitation that;


 


(i)                           in the sole judgment of the Issuer, might
directly or indirectly prohibit, prevent, restrict or delay consummation of the
Offer or Consent Solicitation or otherwise relate in any manner to the Offer or
Consent Solicitation;


 


(ii)                        in the sole judgment of the Issuer, could
materially adversely affect the business, condition (financial or otherwise),
income, operations, properties, assets, liabilities or prospects of the Issuer
and its subsidiaries, taken as a whole; or


 


(iii)                     in the sole judgment of the Issuer, would
materially impair the contemplated benefits of the Offer or Consent
Solicitation to the Issuer or be material to Holders in deciding whether to
accept the Offer or Consent Solicitation;


 


•                                there shall have occurred or be likely to occur
any event affecting the business or financial affairs of the Issuer that, in
the sole judgment of the Issuer, would or might result in any of the
consequences referred to in (iii) above;


 


•                                there shall have occurred:


 


•                                any general suspension of, or limitation on
prices for, trading in securities in United States securities or financial
markets or any other significant adverse change in United States securities or
financial markets;


 


•                                any significant adverse change in the price of
the Notes;


 


•                                a material impairment in the trading market for
debt securities generally;


 


•                                a declaration of a banking moratorium or any
suspension of payments in respect of banks by authorities in the United States,
the United Kingdom or Romania (whether or not mandatory);


 


•                                any limitation (whether or not mandatory) by
any government or governmental, administrative or regulatory authority or
agency, or other event that, in the sole judgment of the Issuer, might affect
the nature or extension of credit by banks or other financial institutions;


 


•                                any significant change in United States, the
United Kingdom or Romania currency exchange rates or a suspension of, or
limitation on, the markets therefore (whether or not mandatory); or


 


22





















 


•                                in the case of any of the foregoing existing at
the time of the commencement of the Offer, in the sole judgment of the Issuer,
a material acceleration, escalation or worsening thereof; or


 


•                                there shall exist, in the sole judgment of the
Issuer, any actual or threatened legal impediment (including a default under an
agreement, indenture or other instrument or obligation to which the Issuer is a
party, or by which it is bound) to the acceptance for payment of, or payment
for, any of the Notes or to the scope, validity or effectiveness of the
Consents solicited by this Offer to Purchase.


 


The foregoing conditions are for the sole benefit of
the Issuer and may be asserted by the Issuer, in its sole discretion,
regardless of the circumstances giving rise to any of these conditions
(including any action or inaction by the Issuer) and may be waived by the
Issuer, in whole or in part, at any time and from time to time in its sole
discretion. If any of the foregoing events shall have occurred, the Issuer may,
subject to applicable law:


 


•                                terminate the Offer or the Consent Solicitation
and return all Notes tendered pursuant to the Offer to the tendering Holders;


 


•                                extend the Offer or the Consent Solicitation
and retain all tendered Notes until the extended Expiration Time;


 


•                                amend the terms of the Offer or the Consent
Solicitation in any respect or modify the consideration to be paid pursuant to
the Offer or the Consent Solicitation; or


 


•                                waive the unsatisfied condition or conditions
with respect to the Offer and accept all validly tendered Notes.


 


See “—Expiration Time; Consent Time; Extensions;
Termination; Amendments” and “—Procedures for Tendering Notes and Delivering
Consents.” The failure by the Issuer at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any right and each right shall
be deemed an ongoing right that may be asserted at any time and from time to
time. Any determination by the Issuer concerning the events described in this section shall
be final and binding upon all persons.


 


Expiration Time; Consent Time; Extensions;
Termination; Amendments


 


The Offer and Consent Solicitation will expire at the
Expiration Time but may be extended by the Issuer in its sole discretion. The
Consent Time may also be extended by the Issuer, subject to certain conditions.
The Issuer expressly reserves the right to extend the Offer for such period or
periods as it may determine, in its sole discretion from time to time, by
notifying the Depositary of any extension by oral or written notice and shall
make a public announcement thereof, each before 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Time,
as applicable. There can be no assurance that the Issuer will exercise its
right to extend the Offer or the Consent Solicitation.


 


During any extension of the Offer, all Notes
previously tendered pursuant thereto and not validly withdrawn will remain
subject to the Offer and may be accepted for purchase at the expiration of the
Offer and all Consents delivered to the Depositary will remain effective,
unless validly revoked prior to the Consent Time.


 


The Issuer also expressly reserves the right, in its
sole discretion, subject to applicable law:


 


•                                to terminate the Offer and the Consent
Solicitation at any time at or prior to the Expiration Time and not accept for
payment any Notes not theretofore accepted for payment;


 


23





















 


•                                to delay the acceptance for purchase of any
Notes or, regardless of whether Notes were theretofore accepted for purchase,
to delay the purchase of any Notes pursuant to the Offer, by giving oral or
written notice of the delay to the Depositary; and


 


•                                at any time, or from time to time, to amend the
Offer or Consent Solicitation in any respect and any amendment to the Offer or
the Consent Solicitation will apply to all Notes tendered, regardless of when
or in what order such Notes were tendered.


 


The reservation by the Issuer of the right to delay
acceptance for purchase of Notes is subject to the provisions of Rule 14e-1(c) under
the Exchange Act, which requires that the Issuer pay the consideration offered
or return the Notes deposited by or on behalf of Holders thereof promptly after
the termination or withdrawal of the Offer.


 


Any extension, delay, termination or amendment of the
Offer will be followed promptly by a public announcement thereof. Without
limiting the manner in which the Issuer may choose to make a public
announcement of any extension, delay, termination or amendment of the Offer,
the Issuer shall have no obligation to publish, advertise or otherwise
communicate any public announcement, other than by issuing a release to the Dow
Jones News Service, except in the case of an announcement of an extension of
the Offer or Consent Solicitation, in which case the Issuer shall have no
obligation to publish, advertise or otherwise communicate that announcement
other than by issuing a notice of the extension by press release or other
public announcement, which notice shall be issued no later than 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
Expiration Time.


 


If the Issuer decides to decrease the amount of Notes
being sought in the Offer or to increase or decrease the consideration offered
to Holders, the Issuer will, to the extent required by applicable law, cause
the Offer to be extended, if necessary, so that the Offer remains open at least
until the expiration of ten business days from the date that the notice is
first published, sent or given by the Issuer.


 


If the Issuer makes a material change in the terms of
the Offer or Consent Solicitation or the information concerning the Offer or
Consent Solicitation, or waives any condition to the Offer that results in a
material change to the circumstances of the Offer, then the Issuer will
disseminate additional tender offer materials to the extent required under the
Exchange Act and will extend the Offer or the Consent Solicitation to the
extent required in order to permit Holders adequate time to consider these
materials and, in some circumstances, withdraw their Notes and revoke their
Consents. The minimum period during which the Offer or Consent Solicitation
must remain open following material changes in the terms of the Offer or the
Consent Solicitation or information concerning the Offer or the Consent
Solicitation, other than a change in Total Consideration, Tender Offer
Consideration or percentage of Notes sought, will depend upon the specific
facts and circumstances, including the relative materiality of the terms or
information.


 


Lost or Missing Certificates


 


If a Holder of Notes wishes to tender Notes pursuant
to the Offer, but certificates evidencing those Notes have been mutilated,
lost, stolen or destroyed, the Holder should write to or telephone the Trustee
at the address or telephone number listed below, concerning the procedures for
obtaining replacement certificates for those Notes, arranging for
indemnification or any other matter that requires handling by the Trustee.


 


24





















 


The address of the Trustee is as follows:


 


The Bank of Nova Scotia Trust
Company of New York

One Liberty Plaza

23rd Floor

New York, NY 10006

Attention: Pat Keane

Fax: 1-212-225-5436

Telephone: 1-212-225-5427




25





















 


THE PROPOSED AMENDMENTS


 


The following is a summary of the Proposed Amendments.


 


The Proposed Amendments, if they are adopted and
become operative, will eliminate substantially all of the covenants in the
Indenture governing the Issuer’s actions, and will eliminate or modify the
related events of default. For more complete information regarding the effects
of the Proposed Amendments, reference is made to the Indenture, which is
incorporated herein by reference and a copy of which may be obtained from the
Information Agent. The Supplemental Indenture would, in substance, amend the
following covenants in the Indenture (which are identified below by their
respective section references in the Indenture):


 


(1)                        the covenant entitled “Reports” (§ 4.03);
and


 


(2)                        the covenant entitled “Compliance Certificate”
(other than clause (a) thereof) (§ 4.04).


 


The Supplemental Indenture would also eliminate the
following covenants and provisions from the Indenture (which are also
identified below by their respective section references in the Indenture):


 


(1)                        the provision entitled “Offer to Purchase by
Application of Excess Proceeds or MobiFon Proceeds” 

(§ 3.09).


 


(2)                        the covenant entitled “Taxes” (§ 4.05);


 


(3)                        the covenant entitled “Stay, Extension and
Usury Laws” (§ 4.06);


 


(4)                        the covenant entitled “Restricted Payments” (§ 4.07);


 


(5)                        the covenant entitled “Dividend and Other
Payment Restrictions Affecting Restricted Subsidiaries” (§ 4.08);


 


(6)                        the covenant entitled “Incurrence of
Indebtedness and Issuance of Preferred Stock” 
(§ 4.09);


 


(7)                        the covenant entitled “Asset Sales”  (§ 4.10);


 


(8)                        the covenant entitled “Transactions with
Affiliates” (§ 4.11);


 


(9)                        the covenant entitled “Liens” (§ 4.12);


 


(10)                  the covenant entitled “Business Activities” (§ 4.13);


 


(11)                  the covenant entitled “Corporate Existence” (§ 4.14);


 


(12)                  the covenant entitled “Offer to Repurchase upon
Change of Control” (§ 4.15);


 


(13)                  the covenant entitled “Limitation on Sale and
Leaseback Transactions” (§ 4.16);


 


(14)                  the covenant entitled “Limitation on Activities
of the Company” (§ 4.17), it being noted that amendment of this covenant
will require Consents from Holders of at least 66 and 2/3%
of the aggregate principal amount of Notes outstanding;


 


(15)                  the covenant entitled “Limitation on Issuances
of Guarantees of Indebtedness” (§ 4.18);


 


(16)                  the covenant entitled “Payments for Consents” (§ 4.19);


 


(17)                  the covenant entitled “Excess Cash Flow Offer”
(§ 4.21);


 


(18)                  the provision entitled “Merger, Consolidation,
or Sale of Assets” (§5.01);


 


(19)                  the provision entitled “Successor Corporation
Substituted” (§5.02); and


 


26





















 


(20)                  paragraphs (2) and (3) of the
provision entitled “Conditions to Legal or Covenant Defeasance” (§8.04).


 


The Proposed Amendments would amend the provision
entitled “Acceleration” (§6.02) to remove any reference to a premium to be paid
by the Company in connection with an Event of Default.


 


In addition, the Proposed Amendments would amend or
eliminate §10 of the Indenture and amend or terminate (i) the Collateral
Agreement entered into by the Issuer and the Trustee (the “Collateral Agreement”)
and (ii) the Depositary Agreement entered into by the Issuer and the
Trustee (the “Depositary Agreement”) in order to release the collateral
thereunder, and terminate the requirement to maintain collateral pursuant to
the Indenture. Accordingly, upon effectiveness of the Supplemental Indenture,
the Trustee will be instructed by the Company to release the collateral held
pursuant to the Indenture, the Collateral Agreement and the Depositary
Agreement.


 


The Proposed Amendments would waive any existing
Default or Event of Default under the Indenture arising out of the failure by
the Issuer to deliver a notice of a Change of Control or make a Change of
Control Offer as required pursuant to § 4.15 of the Indenture.


 


The Proposed Amendments would also eliminate all
events of default under the Indenture other than the failure to pay principal
of and interest on the Notes. The Proposed Amendments would delete definitions
from the Indenture when references to those definitions would be eliminated as
a result of the foregoing proposed amendments.


 


The Proposed Amendments will be effected by the
Supplemental Indenture, which will be executed by the Issuer and the Trustee on
or promptly following the Expiration Time or such earlier date as determined by
the Company, but in no event prior to receipt of the Requisite Consents.
Although the Supplemental Indenture may be executed on an earlier date,
assuming the Requisite Consents have been obtained, the Proposed Amendments
will not become operative until the Notes validly tendered prior to the
Expiration Time are accepted for payment pursuant to the terms of the Offer.
The Indenture, without giving effect to the Proposed Amendments, will remain in
effect until the Proposed Amendments become operative. If the Offer is
terminated or withdrawn, or the Notes are not accepted for purchase hereunder,
the Proposed Amendments will not become operative.


 


Pursuant to the terms of the Indenture, the Proposed
Amendments (other than in respect of § 4.17 of the Indenture — “Limitation
on Activities of the Company”) require the consent of the Holders of a majority
in aggregate principal amount of Notes then outstanding under the Indenture. If
the Requisite Consents are received and the Proposed Amendments become
operative with respect to the Indenture, the Proposed Amendments (other than in
respect of § 4.17 of the Indenture, which requires the consent of Holders
of at least 66 and 2/3% of the principal amount of Notes
then outstanding) will be binding on all Holders, including all non-tendering
Holders. The Proposed Amendments will include the removal of § 4.17 of the
Indenture only to the extent that the Issuer receives Consents from Holders of
at least 66 and 2/3% of the Notes outstanding prior to
the Expiration Time.


 


Upon receipt of the Requisite Consents with respect to
the adoption of the Proposed Amendments and the execution of the Supplemental
Indenture, the Requisite Consents Condition will be deemed satisfied. See “The
Tender Offer and Consent Solicitation—Conditions of the Offer and the Consent
Solicitation.”


 


The Proposed Amendments constitute a single proposal
and a tendering and/or consenting Holder must consent to the adoption of the
Proposed Amendments as an entirety and may not consent selectively with respect
to certain Proposed Amendments. Accordingly, a Consent, and the corresponding
tender, purporting to consent only to some of the Proposed Amendments will not
be valid.


 


27





















 


CONSIDERATIONS FOR NON-TENDERING HOLDERS OF NOTES


 


You should carefully review the
following considerations, in addition to the other information set forth herein
before determining whether or not to tender Notes and deliver Consents to the
adoption of the Proposed Amendments.


 


Effect of the Proposed Amendments


 


If the Proposed Amendments become operative, Holders
that are not validly tendered for purchase pursuant to the Offer for any reason
will no longer be entitled to the benefits of substantially all of the restrictive
covenants, certain reporting obligations and certain events of default of the
Indenture after those provisions have been eliminated or modified by the
Proposed Amendments. The Proposed Amendments would, among other things,  amend the Indenture to delete or modify most
restrictive provisions, including, without limitation, covenants relating to
the Issuer’s ability to incur indebtedness, pay dividends, merge or consolidate
with or into, or convey, transfer or lease, all or substantially all of its assets
to another person, incur liens, make payments or other distributions to
affiliates and take certain other actions that would otherwise be restricted
under the Indenture. The elimination or modification of the foregoing
provisions would permit the Issuer to take actions that could increase the
credit risks faced by the Holders of any remaining Notes, adversely affect the
market price and credit rating of such Notes or otherwise be adverse to the
interests of the Holders of the remaining Notes. In addition, all collateral
secured in favor of the Trustee for the benefit of the Holders will be
released.  Non-tendering Holders may be
subject to certain adverse tax consequences if the Proposed Amendments result
in a deemed exchange of the Notes for “new” Notes. See “Certain United States
Federal Income Tax Consequences”.


 


The Proposed Amendments will not relieve the Issuer
from its obligation to make scheduled payments of principal and accrued
interest on the Notes not purchased pursuant to the Offer in accordance with
the terms of the Indenture as currently in effect.


 


Further, the Issuer and its business may be managed in
a manner that otherwise might have been prohibited under the Indenture before
the Proposed Amendments became operative. Without taking into account other
factors affecting the Notes that might result from the consummation of the
Offer, the Proposed Amendments might have a material adverse effect on the
value or credit rating of the Notes resulting from, among other things, the
increased ability of the Issuer to incur debt, incur liens or pay dividends.


 


Adverse Effects on Trading Market for the Notes


 


To the extent that Notes are tendered and accepted in
the Offer, the trading market for the Notes that remain outstanding thereafter
will become more limited. A debt security with a smaller outstanding principal
amount available for trading, which we refer to as a smaller “float,” may command a lower price than
would a comparable debt security with a greater float. Therefore, the market
price for Notes not tendered for purchase may be affected adversely to the
extent that the principal amount of Notes tendered and purchased pursuant to
the Offer reduces the float of the Notes. The reduced float may also tend to
make the trading price more volatile. In addition, the reduced covenant
protection resulting from the Proposed Amendments is likely to have an adverse
impact on the trading market for the Notes. There can be no assurance that any
trading market will exist for the Notes following the consummation of the
Offer. The extent of the market for the Notes following consummation of the
Offer would depend upon, among other things, the remaining outstanding
principal amount of Notes after the Offer, the number of Holders that remain at
that time and the interest in maintaining a market in the Notes on the part of
securities firms, and other factors.


 


28





















 


Future Actions in Respect of the Notes


 


The Issuer has offered to purchase all of the
outstanding Notes in this Offer. Following completion of the Offer, the Issuer
may purchase additional Notes in the open market, in privately negotiated
transactions, through tender offers or otherwise. Any future purchase may be on
the same terms or on terms that are more or less favorable to Holders of Notes
than the terms of the Offer. The Notes also are subject to redemption at the
option of the Issuer commencing on July 31, 2007 at fixed redemption
prices. In addition, the Issuer may at any time prior to August 1, 2006 redeem
up to 35% of the aggregate principal amount of Notes at a fixed redemption
price with the net cash proceeds of one or more “Qualified Equity Offerings” (as defined in the Indenture),
provided that at least 65% of the aggregate principal amount of the Notes
issued under the Indenture remains outstanding after the occurrence of such
redemption and the redemption occurs within 90 days of the date of the
Qualified Equity Offering. Any future purchases by the Issuer will depend on
various factors existing at that time. There can be no assurance as to which of
these alternatives, if any, the Issuer will ultimately choose to pursue in the
future.


 


Termination of Reporting Requirements


 


Following the successful conclusion of the Offer, the
Issuer will seek to have its reporting requirements under the Exchange Act of
suspended.


 


Certain Terms of the Notes


 


The Notes were issued by the Issuer under the
Indenture dated as of June 27, 2003. As of the date hereof, there are
$222,750,000 principal amount of the Notes outstanding. The Notes bear interest
at a rate of 12.50% per annum, payable on each January 31 and July 31.
The Notes also are subject to redemption at the option of the Issuer commencing
on July 31, 2007 at fixed redemption prices. The Notes contain certain
covenants, including those outlined in “The Proposed Amendments” (most of which
will be eliminated if the Proposed Amendments are adopted).


 


The above description of the terms of the Notes is
qualified in its entirety by reference to the full and complete terms contained
in the Indenture (including the form of the Notes attached thereto), copies of
which are available upon request without charge from the Information Agent.


 


29





















 


CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES


 


The following is a summary of the material United States federal income
tax consequences to U.S. Holders (as defined below) of (i) tendering Notes
pursuant to the Offer and Consent Solicitation, and (ii) retaining Notes
that are amended pursuant to the adoption of the Proposed Amendments. This
discussion does not cover all aspects of U.S. federal income taxation that may
be relevant to, or the actual tax effect that any of the matters described
herein will have on, the disposition of Notes by particular investors, and does
not address state, local, foreign or other tax laws. In particular, this
summary does not discuss all of the tax considerations that may be relevant to
certain types of investors subject to special treatment under the U.S. federal
income tax laws (such as financial institutions, insurance companies, investors
liable for the alternative minimum tax, individual retirement accounts and
other tax-deferred accounts, tax-exempt organisations, dealers in securities or
currencies, investors that have held the Notes as part of straddles, hedging
transactions or conversion transactions for U.S. federal income tax purposes or
investors whose functional currency is not the U.S. dollar).


 


As used herein, the term “U.S.
Holder” means a beneficial owner of Notes that is, for U.S. federal
income tax purposes, (i) a citizen or resident of the United States; (ii) a
corporation created or organised under the laws of the United States or any
State thereof; (iii) an estate the income of which is subject to U.S.
federal income tax without regard to its source; or (iv) a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust, or the trust has elected to be treated
as a domestic trust for U.S. federal income tax purposes.


 


The U.S. federal income tax treatment of a partner in a partnership
that holds Notes will depend on the status of the partner and the activities of
the partnership. Holders that are partnerships should consult their tax
advisers concerning the U.S. federal income tax consequences to their partners
of a sale of Notes by the partnership.


 


The summary is based on the tax laws of the United States, including
the Internal Revenue Code of 1986, as amended, its legislative history,
existing and proposed regulations thereunder, published rulings and court
decisions, all as currently in effect and all subject to change at any time,
possibly with retroactive effect.


 


THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES
SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. U.S. HOLDERS ARE URGED TO
CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
SELLING THE NOTES, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.


 


Tenders of Notes Pursuant to the Offer


 


Because the Issuer has taken the position that the U.S. federal income
tax rules applicable to “contingent payment debt instruments” (the “Contingent Debt Rules”) should apply to
the Notes, the U.S. federal income tax treatment of a U.S. Holder who sells
Notes to the Issuer pursuant to the Offer will depend on whether, at the time
of the sale, there are any remaining contingent payments under the projected
payment schedule used by the U.S. Holder to accrue income in respect of
the Notes.


 


A U.S. Holder who sells Notes to the Issuer pursuant to the Offer will
recognize gain or loss equal to the difference between the amount realised and
the U.S. Holder’s adjusted tax basis in the Notes sold. For this purpose, the
amount realised by a U.S. Holder is equal to the amount of cash received from
the Issuer in exchange for the Notes, including the Consent Payment (but see
the discussion below under “—Consent Payment”) and excluding any amount
attributable to accrued but unpaid interest, and reduced to the extent the U.S.
Holder has a negative adjustment carryforward on the Note pursuant to the
Contingent Debt Rules. 


 


30





















 


Generally, a U.S. Holder’s adjusted tax basis for a Note will be equal
to the cost of the Note to the U.S. Holder, as further adjusted by any market
discount or premium that the U.S. Holder allocated under the Contingent Debt Rules to
a daily portion of interest or projected payment that accrued or was made
before the date of sale pursuant to the Offer.


 


No remaining contingent payments


 


If there are no remaining contingent payments as of the date of sale,
then, under the Contingent Debt Rules, any gain or loss recognised by a U.S.
Holder will be treated as capital gain or loss for U.S. federal income tax
purposes. This capital gain or loss will be long-term capital gain or loss if
the U.S. Holder’s holding period in the Notes exceeds one year. Any gain or
loss will generally be U.S. source. Any amounts received from the Company that
are attributable to accrued and unpaid interest will be taxable as non-US
source interest income to the extent not previously included in income. A
reduced tax rate on long-term capital gain may apply to individual and other
non-corporate U.S. Holders. The deductibility of capital losses is subject to
limitations.


 


Remaining contingent payments


 


If there are any remaining contingent payments, then under the
Contingent Debt Rules any gain realised by the U.S. Holder will be treated
as foreign source ordinary interest income, and any loss will be treated as
ordinary loss to the extent the U.S. Holder’s total interest inclusions on the
Note exceed the total net negative adjustments on the Note that the U.S. Holder
took into account as ordinary loss under the Contingent Debt Rules, and any
additional loss will generally be US-source capital loss.


 


U.S. Holders should consult their tax advisers concerning the U.S.
federal income tax treatment of a sale of Notes pursuant to the Offer.


 


Consent Payment


 


The tax treatment of the receipt of a Consent Payment by a U.S. Holder
whose Notes are purchased pursuant to the Offer is subject to uncertainty
because there are no authorities that directly address the treatment of such a
payment. The Consent Payment may be treated as additional consideration for the
Notes, in which case the Consent Payment would be treated as part of the amount
paid to the U.S. Holder in respect of its tendered Notes, as provided in the
discussion under “—Tenders of Notes Pursuant to the Offer.” Alternatively, the
Consent Payment may be treated as a separate fee that would be subject to tax
as ordinary income. The Company intends to treat the Consent Payment as
additional consideration received in exchange for tendered Notes. There can be
no assurance, however, that the Internal Revenue Service (the “IRS”) will not
attempt to treat the receipt of the Consent Payment as the receipt of separate
consideration for consenting to the Proposed Amendments. Holders are urged to
consult their own tax advisors as to the proper treatment of the Consent
Payment.


 


Backup Withholding and Information Reporting


 


Payments of the proceeds of sale of Notes, including a Consent Payment,
pursuant to the Offer and Consent Solicitation by a U.S. paying agent or other
U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be
required under applicable regulations. Backup withholding may apply to these
payments if the U.S. Holder fails to provide an accurate taxpayer
identification number or certification of exempt status or fails to report all
interest and dividends required to be shown on its U.S. federal income tax
returns. Certain U.S. Holders (including, among others, corporations) are not
subject to backup withholding. U.S. Holders should consult their tax advisers
as to their qualification for exemption from backup withholding and the
procedure for obtaining an exemption.


 


31





















 


Non-Tendering Holders


 


U.S. Holders who continue to hold Notes that are
amended pursuant to the Proposed Amendments will not be subject to any U.S.
federal income tax consequences as a result of the adoption of the Proposed
Amendments, provided that the resulting changes to the Terms and Conditions of
the Notes are not treated as a significant modification under the applicable
U.S. Treasury regulations. This will principally depend
on whether the elimination of the Excess Cash Flow Offer is considered to be
economically significant based on all of the relevant facts and circumstances.


 


U.S. Holders should consult their tax advisers concerning the US
federal income tax consequences of the adoption of the Proposed Amendments.


 


32





















 


DEALER MANAGER, SOLICITATION AGENT, DEPOSITARY AND
INFORMATION AGENT


 


In connection with the Offer and Consent Solicitation,
the Issuer has retained Goldman, Sachs & Co. to act as Dealer Manager
and Solicitation Agent, The Bank of Nova Scotia Trust Company of New York to
act as Depositary and D.F. King & Co., Inc. to act as Information
Agent, each of which will receive customary fees for its services. The Issuer
has agreed to pay the Dealer Manager and the Information Agent a fee in
connection therewith and reimburse each of them for reasonable out-of-pocket
expenses.


 


At any time, the Dealer Manager may trade the Notes
for its own account or the accounts of customers and, accordingly, may hold a
long or short position in the Notes. In addition, the Dealer Manager may
contact Holders of Notes regarding the Offer and the Consent Solicitation and
may request brokers, dealers, commercial banks, trust companies and other
nominees to forward this Offer to Purchase and related materials to beneficial
owners of Notes.


 


The Issuer has agreed to indemnify the Dealer Manager
against certain liabilities, including certain liabilities under federal and
state law or otherwise caused by, relating to or arising out of the Offer. The
Dealer Manager and its affiliates have provided in the past, investment
banking, financial advisory services and commercial banking transactions to the
Issuer and its affiliates. The Dealer Manager and its affiliates have received
customary fees for such services.


 


None of the Dealer Manager, the Information Agent or
the Depositary assume any responsibility for the accuracy or completeness of
the information concerning the Issuer contained or incorporated by reference in
this Offer to Purchase or for any failure by the Issuer to disclose events that
may have occurred and may affect the significance or accuracy of such
information.


 


Any Holder that has questions concerning the terms of
the Offer may contact the Dealer Manager at the address and telephone number
set forth on the back cover page of this Offer to Purchase. Questions and
requests for assistance or additional copies of this Offer to Purchase or the
Letter of Transmittal may be directed to the Information Agent at the address
and telephone number set forth on the back cover page of this Offer to
Purchase. Holders of Notes may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.


 


Letters of Transmittal and all correspondence in
connection with the Offer should be sent or delivered by each Holder or a
beneficial owner’s broker, dealer, commercial bank, trust company or other
nominee to the Depositary at the addresses or to the facsimile number set forth
on the back cover page of this Offer to Purchase.


 


FEES AND EXPENSES


 


The Issuer will pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses that
they incur in forwarding copies of the Offering Materials to the beneficial owners
of the Notes. No fees or commissions have been or will be paid to any broker,
dealer or other person, other than the Dealer Manager, the Information Agent
and the Depositary, in connection with the Offer.


 


The Issuer will pay all transfer taxes, if any, with
respect to the Notes, subject to the instructions in the Letter of Transmittal.
However, if Notes for principal amounts not accepted for tender are to be
delivered to, or are to be registered or issued in the name of, any person
other than the Holder of the Notes, or if tendered Notes are to be registered
in the name of any person other than the person signing the Letter of
Transmittal or electronically transmitting acceptance through ATOP, or if a
transfer tax is imposed for any reason other than the purchase of Notes
pursuant to the Offer, then the amount of any transfer tax (whether imposed on
the


 


33





















 


Holder of Notes or any other person) will be payable
by the tendering Holder. If satisfactory evidence of payment of that tax or
exemption therefrom is not submitted, then the amount of the transfer tax will
be deducted from the Total Consideration or Tender Offer Consideration, as
applicable, otherwise payable to the tendering Holder. Any remaining amount
will be billed directly to the tendering Holder.


 


MISCELLANEOUS


 


Other than with respect to the Dealer Manager, the
Information Agent and the Depositary, neither the Issuer nor any of its
affiliates have engaged, or made any arrangements for, nor do they have any
contract, arrangement or understanding with, any broker, dealer, agent or other
person regarding the purchase of Notes hereunder, and no person has been
authorized by the Issuer or any of their affiliates to provide any information
or to make any representations in connection with the Offer, other than those
expressly set forth in this Offer to Purchase, and, if so provided or made, you
must not rely on that other information or representations as having been
authorized by the Issuer or any of its affiliates. The delivery of the Offering
Materials shall not, under any circumstances, create any implication that the
information set forth therein is correct as of any time after the date thereof,
or that there has been no change in the information set forth therein or in the
affairs of the Issuer or any of its subsidiaries or affiliates since the date
thereof.


 


No dealer, salesperson or other
person is authorized to give any information or to make any representations
with respect to the matters described in the Offering Materials (which include
any materials appended thereto) other than those contained therein or in the
documents incorporated by reference therein and, if given or made, you must not
rely on such information or representation as having been authorized by the
Issuer, the Dealer Manager, the Depositary or the Information Agent. The
delivery of the Offering Materials (which include any materials appended
thereto) shall not, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer since the date thereof, or that
the information therein is correct as of any time after the date thereof.


 


34





















 


SCHEDULE I


FORMULA TO DETERMINE PURCHASE
PRICE OF NOTES


 


Definitions


 


	
  TOTAL CONSIDERATION

  	
  =

  	
  the sum of (x) 35% of the Equity
  Claw-back Price and (y) 65% of the Fixed Spread Price.

  
	
   

  	
   

  	
   

  
	
  EQUITY CLAW-BACK PRICE

  	
  =

  	
  $1,125 per $1,000 principal amount of
  Notes.

  
	
   

  	
   

  	
   

  
	
  FIXED SPREAD PRICE

  	
  =

  	
  the present value on the Payment Date of
  all future cash flows on the Notes (minus accrued and unpaid interest to, but
  not including, the Payment Date) to the Earliest Redemption Date, calculated
  in accordance with standard market practice, based on the assumption that the
  Notes will be redeemed in full at $1,062.50 per $1,000 principal amount on
  the Earliest Redemption Date and that the yield to the Earliest Redemption
  Date is equal to the Yield (as defined below).

  
	
   

  	
   

  	
   

  
	
  YIELD (YLD)

  	
  =

  	
  the sum of (a) the yield on the
  Reference Security, as calculated by the Dealer Manager in accordance with
  standard market practice, based on the bid-side price for the Reference
  Security, as of 2:00 p.m., New York City time, on the Price
  Determination Date, as displayed on the Bloomberg Government Pricing Monitor,
  Page PX4 (or any recognized quotation source selected by the Dealer
  Manager in its discretion if the Bloomberg Government Pricing Monitor is not
  available or is manifestly erroneous), and (b) the Fixed Spread,
  expressed as a decimal number.

  
	
   

  	
   

  	
   

  
	
  REFERENCE SECURITY

  	
  =

  	
  3.5% U.S. Treasury Note due May 31,
  2007.

  
	
   

  	
   

  	
   

  
	
  PRICE DETERMINATION DATE

  	
  =

  	
  The Price Determination Date shall
  initially be June 20, 2005, the eleventh business day immediately
  preceding the scheduled Expiration Time.

  
	
   

  	
   

  	
   

  
	
  FIXED SPREAD

  	
  =

  	
  0.50% (50 basis points).

  
	
   

  	
   

  	
   

  
	
  TENDER OFFER CONSIDERATION

  	
  =

  	
  Total Consideration less the Consent
  Payment.

  
	
   

  	
   

  	
   

  
	
  CPN

  	
  =

  	
  the contractual rate of interest payable
  on a Note as a decimal number.

  
	
   

  	
   

  	
   

  
	
  N

  	
  =

  	
  the number of semi-annual coupon periods
  from (but excluding) the Payment Date to (and including) the Earliest
  Redemption Date.

  
	
   

  	
   

  	
   

  
	
  S

  	
  =

  	
  the number of days from and including the
  semiannual interest payment date immediately preceding the Payment Date up
  to, but not including, the Payment Date. The number of days is computed using
  the 30/360 daycount method.

  
	
   

  	
   

  	
   

  
	
  CP

  	
  =

  	
  the Consent Payment ($20 per $1,000
  principal amount of Notes).

  
	
   

  	
   

  	
   

  
	
  Exp

  	
  =

  	
  exponentiate. The term to the left of ‘‘exp’’
  is raised to the 

  



 


35





















 


	
   

  	
   

  	
  power indicated by the term to the right
  of ‘‘exp.’’

  
	
   

  	
   

  	
   

  
	
  RV

  	
  =

  	
  the assumed redemption amount, based on
  the Earliest Redemption Date, is $1,062.50 per $1,000 principal amount of
  Notes.

  



 


Formula for Fixed Spread Price:


 


	
  N

  	
  
  CFi

  

  (1+YLD/2)exp(Di/180)

  	
   

  	
   

  
	
  

  	
   – Accrued Interest

  	
   

  
	
  i=1

  	
   

  	
   

  



 


Total Consideration = 0.35 x ($1,125) + 0.65 x (FIXED
SPREAD PRICE)


 


Tender Offer Consideration = Total Consideration - CP


 


36





















 


The
Depositary for the Offer and the Consent Solicitation is:


 


The Bank
of Nova Scotia Trust Company of New York

One Liberty Plaza

23rd Floor

New York, NY 10006

Attention: Pat Keane

Fax: 1-212-225-5436

Telephone: 1-212-225-5427




You may direct any questions
and requests for assistance to the Dealer Manager or the Information Agent at
their respective telephone numbers and addresses listed below. Additional
copies of this Offer to Purchase, the Letter of Transmittal and any other
documents related to the Offer may be obtained from the Information Agent. You
may also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.


 


 


The Dealer Manager and
Solicitation Agent for the Offer and Consent Solicitation is:


 


Goldman, Sachs & Co.


 


Credit Liability Management Group

85 Broad Street, 29th Floor

New York, New York 10004

Toll-free: 800 828-3182

Collect: 1-212-357-3019


 


 


The
Information Agent for the Offer and Consent Solicitation is:


D.F. King & Co., Inc.


 


48
Wall Street

New York, New York 10005

Banks and Brokers Call Collect: 1-212-269-5550

or

All Others Call Toll Free: 1-800-848-3416


 


 


The Luxembourg Paying Agent
for the Offer and Consent Solicitation is:


 


Dexia Banque Internationale à
Luxembourg


 


69
route d’Esch

L-2953 Luxembourg

Telephone: +352 4590 1


 


37