The Offer will expire at 11:59 p.m., New York City time, on October 29, 2012, unless extended (the “Expiration Date”). Registered holders of the Existing Notes (“Holders”) who validly tender their Existing Notes and provide their consents to the proposed amendments to the indenture governing the Existing Notes and do not validly withdraw their tender prior to the consent payment deadline of 5:00 p.m., New York City time, on October 15, 2012, unless extended by EMC in its sole discretion (the “Consent Payment Deadline”), will receive $1,090 per $1,000 principal amount of Existing Notes tendered and accepted for payment pursuant to the Offer (which amount includes a consent payment of $30 per $1,000 principal amount of Existing Notes) (the “Total Consideration”), plus any accrued and unpaid interest on the Existing Notes up to, but not including, the payment date for such Existing Notes. It is expected that such consideration will be paid promptly after the conditions to the Offer (described below) have been met or waived.
Holders who validly tender and do not validly withdraw their Existing Notes after the Consent Payment Deadline, but on or prior to the Expiration Date, will receive $1,060 per $1,000 principal amount of Existing Notes, plus any accrued and unpaid interest on the Existing Notes up to, but not including, the payment date for such Existing Notes. It is expected that such consideration will be paid promptly after the Expiration Date. Holders of Existing Notes tendered after the Consent Payment Deadline will not receive a consent payment.
If EMC receives the consent of the Holders of at least a majority in aggregate principal amount of the Existing Notes and EMC accepts such Existing Notes for payment, EMC will execute a supplemental indenture (the “Supplemental Indenture”) effecting the proposed amendments eliminating the restrictive covenants and events of default from the indenture and shortening the minimum notice period for a redemption of the Existing Notes. If EMC receives the consent of the holders of at least 66 2/ 3% in aggregate principal amount of the Existing Notes and EMC accepts such Existing Notes for payment, the Supplemental Indenture will also effect the proposed amendments releasing collateral securing the Existing Notes.
Except in certain circumstances, Existing Notes tendered and consents delivered may not be withdrawn following the earlier to occur of (i) 5:00 p.m., New York City time, on October 15, 2012 and (ii) execution of the Supplemental Indenture.
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