DOCUMENTS REFERRED TO HEREIN AND THEREIN FOR A COMPLETE STATEMENT OF THE TERMS
AND PROVISIONS THEREOF.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE
HEREOF UNLESS ANOTHER TIME IS SPECIFIED IN THIS DISCLOSURE STATEMENT.
THE
DELIVERY OF THIS DISCLOSURE STATEMENT SHALL NOT, UNDER ANY CIRCUMSTANCE, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS
DISCLOSURE STATEMENT SINCE THE DATE HEREOF OR SUCH OTHER SPECIFIED TIME.
THIS DISCLOSURE STATEMENT IS INTENDED FOR THE SOLE USE OF THOSE HOLDERS WHOSE
CLAIMS AGAINST THE DEBTORS ARE IMPAIRED UNDER THE PLAN, TO ENABLE SUCH HOLDERS
TO MAKE AN INFORMED DECISION ABOUT THE PLAN.
THIS DISCLOSURE STATEMENT MAY NOT
BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN.
THE PLAN DESCRIBED HEREIN REFLECTS NEGOTIATIONS THAT OCCURRED PRIOR TO AND
SUBSEQUENT TO THE FILING THEREOF BETWEEN THE DEBTORS AND THEIR PRIMARY
PRE-PETITION SECURED LENDERS.
THE DEBTORS' RESPECTIVE BOARDS OF DIRECTORS AND
MANAGERS (AS APPLICABLE) RECOMMEND THAT THOSE CREDITORS ENTITLED TO VOTE WITH
RESPECT TO THE PLAN VOTE TO ACCEPT THE PLAN.
THIS DISCLOSURE STATEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS AN ADMISSION
OF, OR STIPULATION TO, ANY FACT OR LIABILITY, OR A WAIVER OF ANY RIGHTS, BUT
RATHER AS A STATEMENT MADE IN THE CONTEXT OF SETTLEMENT NEGOTIATIONS.
2
OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THIS DISCLOSURE STATEMENT SHALL NOT BE
ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS, ANY OF THE REORGANIZED
DEBTORS, OR ANY OTHER PARTY, NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE
ON THE TAX, SECURITIES, OR OTHER LEGAL EFFECTS OF THE REORGANIZATION AS TO ANY
INTERESTED PARTY.
ANY INTERESTED PARTY DESIRING ANY SUCH ADVICE SHOULD CONSULT
WITH ITS OWN ADVISORS.
CIRCULAR 230 NOTICE:
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE
CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT:
(A) ANY DISCUSSION OF FEDERAL TAX
ISSUES IN THIS DISCLOSURE STATEMENT IS NOT INTENDED OR WRITTEN TO BE RELIED
UPON, AND CANNOT BE RELIED UPON BY YOU, FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON YOU UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED;
(B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF
THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) YOU SHOULD SEEK ADVICE
BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
IMPORTANT:
THIS DISCLOSURE STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON
YOUR DECISION TO ACCEPT OR TO REJECT THE PLAN.
PLEASE READ THIS DOCUMENT WITH
CARE.
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS UNAUDITED AND WILL NOT
BE SUBJECT TO AUDIT OR REVIEW BY THE DEBTORS' EXTERNAL AUDITORS ON A STAND-ALONE
BASIS AT ANY TIME IN THE FUTURE.
RESULTS FOR THE PRIOR PERIODS AS PRESENTED IN
THIS DISCLOSURE STATEMENT ARE NOT NECESSARILY INDICATIVE OF THE ACTUAL RESULTS
FOR THE PRESENT OR FUTURE IF ALL SUCH MATTERS WERE ALLOCATED TO ALL PERIODS IN
THE QUARTER OR YEAR.
ACCORDINGLY, EACH PERIOD REPORTED IN THIS DISCLOSURE
STATEMENT SHOULD NOT BE VIEWED ON