The company intends to use the proceeds from the note offering to repay borrowings and terminate commitments under its existing accounts receivables facility, repay and/or refinance other indebtedness and for other general corporate purposes.

The Senior Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes will be guaranteed on a senior unsecured basis by the company’s domestic subsidiaries.

The company also announced it will be arranging a new senior secured credit facility of up to $1 billion which will be secured by the company’s cash, accounts receivable and inventory and will be guaranteed by the company’s domestic subsidiaries. The new credit facility will replace the company’s existing revolving credit facility for which the company and certain of its material subsidiaries pledged substantially all their assets as collateral.

The sale of the notes and closing of the new credit facility are expected to be consummated in March 2009, subject to market and other customary conditions.

The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.