CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

          This section supplements and incorporates the discussions of material U.S. federal income tax consequences under the caption “Certain U.S. Federal Income Tax Consequences” in the accompanying Prospectus Supplement, dated January 20, 2006, and under the caption “Certain U.S. Federal Income Tax Considerations” in the accompanying Prospectus, dated January 19, 2006, in each case, with respect to U.S. Holders (as defined therein), and is subject to the limitations and qualifications therein.

          There are no Treasury regulations, administrative rulings or other authorities directly addressing the U.S. federal income tax treatment of debt instruments with terms that are substantially similar to the Notes, and therefore, the U.S. federal income tax treatment of the Notes is uncertain. In the absence of further guidance, we intend to take the position that the election by a holder to extend the maturity of a Note will not be a taxable event for U.S. federal income tax purposes. This position is based on our interpretation of the Treasury regulations governing original issue discount (“OID”) on debt instruments (the “OID Regulations”) and the Treasury regulations dealing with modifications to the terms of debt instruments (the “Modification Regulations”).

          Pursuant to the Modification Regulations, the exercise of an option by a holder of a debt instrument to defer the timing of any scheduled payment due under the debt instrument is a taxable event if, based on all the facts and circumstances, the deferral is considered to be material. In this regard, a safe harbor is provided under which a deferral that extends the maturity of a debt instrument for the lesser of 5 years or 50% of the original term to maturity of the debt instrument does not give rise to a taxable event (the “50% Safe Harbor”). The Modification Regulations do not specifically address, however, debt instruments with features such as the Notes, including the economic equivalence of the Notes to a 61-month debt instrument containing put options.

          Under the OID Regulations, in considering the effect of a holder option on the determination of the yield and maturity of a debt instrument, a holder is deemed to exercise or not exercise an option in a manner that maximizes yield. As applied to the Notes, a holder can be presumed, as of the issue date, to exercise the option to extend the maturity of the Notes, likely until the final maturity date, because the spread for computing the coupon rates on the Notes will periodically increase from an initial amount equal to 0.02% to an amount equal to 0.06% . Accordingly, we will treat the Notes as having a 61-month term to maturity based upon the OID Regulations. Based on such treatment, we believe that a holder’s election to extend the maturity of all or any portion of the principal amount of the Notes would not constitute a taxable event under the Modification Regulations.

          Prospective investors should be aware that the interrelationship of the OID Regulations and the Modification Regulations is not clear, so there can be no assurance that the IRS will accept, or that the courts will uphold, our treatment of the Notes under the Modification Regulations. In particular, the Internal Revenue Service (“IRS”) might view the Notes as having a maturity of approximately 13 months and may treat an election to extend the maturity of the Notes by more than approximately six and a half months beyond the April 18, 2008 Initial Maturity Date (i.e., applying the 50% Safe Harbor to a note with a maturity of approximately 13 months) as constituting a taxable event for U.S. federal income tax purposes. If an election to extend the maturity of the Notes is considered a taxable event for U.S. federal income tax purposes under the Modification Regulations, a holder generally would be required to recognize any gain inherent in the Notes at the time of such an extension, and might be required to accrue OID on the Notes following the election.

          If the Notes are treated in accordance with our intended position described above, the Notes would be treated as having been issued with only a de minimis amount of OID for U.S. federal income tax purposes and, therefore, would not constitute OID debt securities, as such term is defined in the Prospectus, under the caption “Certain U.S. Federal Income Tax Considerations.” It is possible, however, that the IRS could assert that the Notes are subject to special rules governing “contingent payment debt instruments.” If the IRS were successful in making this assertion, holders might be required to accrue OID on the Notes in advance of their receipt of actual interest payments, and any gain recognized with respect to the Notes generally would be treated as ordinary income.

          Although the matter is not free from doubt, a holder that does not elect to extend the maturity date of its Notes may be treated as having disposed of its Notes in a taxable transaction in exchange for non-extendible substitute notes (“Substitute Notes”) if the differences between the terms of the Notes and the Substitute Notes as of the last day of the applicable Election Notice Period are treated as “economically significant” under the Modification Regulations. Under the Modification Regulations, the determination of whether such differences are “economically significant” is based on all the facts and circumstances and takes into account all the legal rights or obligations that are altered and the degree to which they are altered collectively. If the differences between the terms of the Notes and the Substitute Notes are treated as “economically significant” and the non-extending holder is treated as exchanging its Notes for Substitute Notes in a taxable transaction, the non-extending holder would recognize gain or loss in an amount equal

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