Tenders of Notes will be accepted only in principal amounts of $1,000 or integral multiples thereof. The total consideration for each $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offers will be $1,012.50 (the “Consideration”), which amount includes a payment of $2.50 per $1,000 principal amount of the Notes in consideration for the Consents. If Notes are accepted for purchase by the Company, the consent payment will be paid whether or not a supplemental indenture enacting the Proposed Amendments is executed and delivered with respect to the applicable series of Notes. Pursuant to the terms of each of the indentures governing the Notes, the Proposed Amendments require the written Consent of the holders of a majority in aggregate principal amount of the applicable series of the then outstanding Notes. In addition, the Company will pay accrued interest, if any, on the Notes upon the terms and subject to the conditions described in the Offers and the Solicitations. The Company expects to pay the Consideration from a portion of the proceeds from the issuance by the Company on or about February 10, 2010 of $1.0 billion of new 8 ¼% senior subordinated notes due 2020.
The valid tender of Notes by a holder pursuant to the Offers will be deemed to constitute the giving of a Consent by that holder to the Proposed Amendments. The Company is not soliciting and will not accept Consents from holders who are not tendering their Notes pursuant to the Offers. Notes validly tendered and Consents delivered pursuant to the Offers may be validly withdrawn and the concurrent Consents validly revoked in writing at any time prior to the Expiration Date by complying with the procedures set forth in the Offer Documents.
The Company’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offers is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Statement, including, among others, the consummation of the merger of Encore with and into the Company. The complete terms and conditions of the Offers and the Solicitations are set forth in the Offer Documents, which are being sent to holders of Notes. Holders of Notes are urged to read the Offer Documents carefully.