The exchange offer and consent solicitation and the effectiveness of any supplemental indenture entered into pursuant to the exchange offer and consent solicitation are conditioned on the tenders and associated consents by holders of more than 50% of the Old Notes.
The Issuers intend to enter into a supplemental indenture to effectuate the Proposed Amendments promptly after the receipt of the requisite consents for the Proposed Amendments. To the extent requisite consents for the Collateral Release have also been received, such supplemental indenture will also include the Collateral Release. To the extent that the requisite consents for the Collateral Release have not been obtained at the time such supplemental indenture is executed, such supplemental indenture will not include provisions effecting the Collateral Release, but if such requisite consents for the Collateral Release are later obtained, the Issuers will execute another supplemental indenture providing for the Collateral Release promptly after receipt of the requisite consents for the Collateral Release. Each of the foregoing supplemental indentures will be effective immediately upon execution thereof, but the provisions thereof will not be operative until all of the Old Notes that have been tendered prior to the date of such supplemental indenture have been accepted for payment and paid for in accordance with the terms of the exchange offer and consent solicitation.
The exchange offer and consent solicitation will expire at 11:59 p.m., New York City time, on April 24, 2012, unless extended or earlier terminated (the “Expiration Date”). Tendered Old Notes may be validly withdrawn prior to the earlier of (a) the date the Issuers receive the requisite consents and execute the supplemental indenture providing for the Proposed Amendments and (b) 5:00 p.m., New York City time, on April 10, 2012, unless extended (such time and date described in (a) or (b), as the same may be extended, the “Withdrawal Deadline”). Tendered Old Notes may not be validly withdrawn subsequent to the Withdrawal Deadline. Prior to the Withdrawal Deadline, if a holder withdraws its tendered Old Notes, such holder will be deemed to have revoked its consents to both the Proposed Amendments and the Collateral Release and may not deliver consents without re-tendering its Old Notes. After the Withdrawal Deadline, consents to the Proposed Amendments may be validly revoked prior to the execution of the supplemental indenture giving effect to the Proposed Amendments. While tendered Old Notes may not be withdrawn subsequent to the Withdrawal Deadline, if the supplemental indenture giving effect to the Proposed Amendments (but not the Collateral Release) has been executed, consents to the Collateral Release may be validly revoked (but neither the relevant Old Notes may be withdrawn nor the consents to the Proposed Amendments may be revoked) until the execution of the supplemental indenture giving effect to the Collateral Release.
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