UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
American Real Estate Partners, L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
029169109
(CUSIP Number)
April 4, 2007
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
----------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Pages
CUSIP No. 029169109 13G Page 2 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge International LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$90,000,000 principal amount of Variable Rate Senior
Convertible Notes due 2013, convertible into
approximately 678,758 Units
Option to purchase up to $50,000,000 principal
Variable Rate Senior Convertible Notes due 2013,
convertible into approximately 377,088 Units
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$90,000,000 principal amount of Variable Rate Senior
Convertible Notes due 2013, convertible into
approximately 678,758 Units
Option to purchase up to $50,000,000 principal amount
of Variable Rate Senior Convertible Notes due 2013,
convertible into approximately 377,088 Units
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$90,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 678,758 Units
Option to purchase up to $50,000,000 principal amount
of Variable Rate Senior Convertible Notes due 2013,
convertible into approximately 377,088 Units
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.68%
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(12) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 029169109 13G Page 3 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge Convertible Arbitrage Master Fund, L.P.
-----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$10,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 75,418 Units
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$10,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 75,418 Units
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$10,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 75,418 Units
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.12%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 029169109 13G Page 4 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Highbridge Capital Management, LLC 20-1901985
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.80%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 029169109 13G Page 5 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Glenn Dubin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.80%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 029169109 13G Page 6 of 13 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henry Swieca
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
OWNED BY --------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
$100,000,000 principal amount of Variable Rate
Senior Convertible Notes due 2013, convertible
into approximately 754,176 Units
Option to purchase up to $50,000,000 principal
amount of Variable Rate Senior Convertible Notes
due 2013, convertible into approximately 377,088
Units
-----------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES **
[ ]
-----------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.80%
-----------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 029169109 13G Page 7 of 13 Pages
Item 1.
(a) Name of Issuer
American Real Estate Partners, L.P. (the "Company").
(b) Address of Issuer's Principal Executive Offices
767 Fifth Avenue, Suite 4700
New York, New York 10153
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
HIGHBRIDGE INTERNATIONAL LLC
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CONVERTIBLE ARBITRAGE MASTER FUND, L.P.
c/o Harmonic Fund Services
The Cayman Corporate Centre, 4th Floor
27 Hospital Road
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
HIGHBRIDGE CAPITAL MANAGEMENT, LLC IRS #: 20-1901985
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
GLENN DUBIN
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
HENRY SWIECA
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: United States
Item 2(d) Title of Class of Securities
Depositary Units Representing Limited Partner Interests ("Units")
Item 2(e) CUSIP Number
029169109
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
CUSIP No. 029169109 13G Page 8 of 13 Pages
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
From April 4, 2007 to April 13, 2007, Highbridge International LLC had
an option to purchase up to $200,000,000 aggregate principal amount of Variable
Rate Senior Convertible Notes due 2013 ("Notes"), which would have been
convertible into approximately 1,508,352 Units. On April 12, 2007, Highbridge
International LLC exercised a portion of this option to purchase $150,000,000
aggregate principal amount of Notes, convertible into approximately 1,131,264
Units, leaving Highbridge International LLC with an option to purchase
$50,000,000 aggregate principal amount of Notes expiring on April 25, 2007.
Therefore, as of the date of this filing, (i) each of Highbridge
International LLC, Highbridge Capital Management LLC, Glen Dubin and Henry
Swieca may be deemed the beneficial owner of $90,000,000 principal amount of
Notes, convertible into approximately 678,758 Units and an option to purchase up
to $50,000,000 aggregate principal amount of Notes, convertible into
approximately 377,088 Units owned by Highbridge International LLC and (ii) each
of Highbridge Convertible Arbitrage Master Fund, L.P., Highbridge Capital
Management, LLC, Glenn Dubin and Henry Swieca may be deemed the beneficial owner
of $10,000,000 principal amount of Notes, convertible into approximately 75,418
Units owned by Highbridge Convertible Arbitrage Master Fund, L.P.
CUSIP No. 029169109 13G Page 9 of 13 Pages
On April 4, 2007, Portside Growth and Opportunity Fund purchased the
same principal amount of Notes and received the same options to purchase Notes
as are collectively held by Highbridge International LLC and Highbridge
Convertible Arbitrage Master Fund, L.P. The Reporting Persons do not affirm that
a group has been formed, but this disclosure is being made to ensure compliance
with the Securities Exchange Act of 1934, as amended (the "Act"). Based on
information and belief, the Portside Growth and Opportunity Fund and certain of
its affiliates (the "Ramius Entities") are filing a Schedule 13G with reporting
ownership of $100,000,000 principal amount of Notes, convertible into
approximately 754,176 Units and the option to purchase up to $50,000,000
principal amount of Notes, convertible into 377,088 Units. The Reporting Persons
expressly disclaim beneficial ownership of securities held by any person or
entity other than the various entities and accounts under the Reporting Persons'
management and control. The securities reported herein as being beneficially
owned by the Reporting Persons do not include any securities held by the Ramius
Entities (including but not limited to accounts or entities under its control)
or any other person or entity other than the various entities and accounts under
the Reporting Persons' management and control.
Highbridge Capital Management, LLC is the trading manager of Highbridge
International LLC and Highbridge Convertible Arbitrage Master Fund, L.P. Glenn
Dubin is a Co-Chief Executive Officer of Highbridge Capital Management, LLC.
Henry Swieca is a Co-Chief Executive Officer of Highbridge Capital Management,
LLC.
The foregoing should not be construed in and of itself as an admission
by any Reporting Person as to beneficial ownership of Units owned by another
Reporting Person. In addition, each Reporting Person disclaims beneficial
ownership of Units not owned by such Reporting Person.
(b) Percent of class:
The Company's Annual Report on Form 10-K that was filed on March 6,
2007 and amended on March 16, 2007, indicates that there were 61,856,830 Units
outstanding as of March 1, 2007. Therefore, based on the Company's outstanding
Units and the Units issuable upon the conversion of the Notes issued by the
Company, as of the date of this filing, (i) Highbridge Convertible Arbitrage
Master Fund, L.P. may be deemed to beneficially own 0.12% of the outstanding
Units of the Company, (ii) Highbridge International LLC may be deemed to
beneficially own 1.68% of the outstanding Units of the Company and (iii) each of
Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may be deemed
to beneficially own 1.80% of the outstanding Units of the Company. During the
period from April 4, 2007 through April 12, 2007, (i) Highbridge Convertible
Arbitrage Master Fund, L.P. may have been deemed to beneficially own 0.12% of
the outstanding Units of the Company, (ii) Highbridge International LLC may have
been deemed to beneficially own 3.41% of the outstanding Units of the Company
and (iii) each of Highbridge Capital Management, LLC, Glenn Dubin and Henry
Swieca may have been deemed to beneficially own 3.53% of the outstanding Units
of the Company. The foregoing does not include the similar percentage of Units
that the Ramius Entities may be deemed to beneficially own. The foregoing
should not be construed in and of itself as an admission by any Reporting Person
as to beneficial ownership of shares of Units owned by another Reporting Person
or by any of the Ramius Entities.
CUSIP No. 029169109 13G Page 10 of 13 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
See Item 4(a)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
See Item 4(a)
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Item 4 and Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
CUSIP No. 029169109 13G Page 11 of 13 Pages
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of April 16, 2007, by and among
Highbridge International LLC, Highbridge Convertible Arbitrage Master Fund,
L.P., Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca.
CUSIP No. 029169109 13G Page 12 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: April 16, 2007
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By:
By: -----------------------------
-------------------------------- Name: Carolyn Rubin
Name: Carolyn Rubin Title: Managing Director
Title: Managing Director
HIGHBRIDGE CONVERTIBLE ARBITRAGE
MASTER FUND, L.P.
By: Highbridge Capital Management, LLC
its Trading Manager ---------------------------------
GLENN DUBIN
By:
--------------------------------
Name: Carolyn Rubin
Title: Managing Director
------------------------------------
HENRY SWIECA
CUSIP No. 029169109 13G Page 13 of 13 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Depositary Units Representing Limited Partner Interests of American Real Estate
Partners, L.P., is being filed, and all amendments thereto will be filed, on
behalf of each of the persons and entities named below in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated as of April 16, 2007
HIGHBRIDGE INTERNATIONAL LLC HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By: Highbridge Capital Management, LLC
its Trading Manager
By:
By: -----------------------------
-------------------------------- Name: Carolyn Rubin
Name: Carolyn Rubin Title: Managing Director
Title: Managing Director
HIGHBRIDGE CONVERTIBLE ARBITRAGE
MASTER FUND, L.P.
By: Highbridge Capital Management, LLC
its Trading Manager ---------------------------------
GLENN DUBIN
By:
--------------------------------
Name: Carolyn Rubin
Title: Managing Director
------------------------------------
HENRY SWIECA