The "Total Consideration" for each $1,000.00 principal amount of Notes validly tendered, and not validly withdrawn, prior to the Consent Payment Deadline and accepted for purchase is $1,049.43. The "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered, and not validly withdrawn, after the Consent Payment Deadline but prior to the Expiration Date and accepted for purchase is $1,019.43. The Tender Offer Consideration is the Total Consideration minus the Consent Payment (as defined below). Holders who validly tendered or tender, and did not and do not validly withdraw, Notes that have been or are accepted for purchase by the Company will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date.
The "Consent Payment" is an amount equal to $30.00 per $1,000.00 principal amount of Notes and is payable only with respect to each Note that was validly tendered, and not validly withdrawn, on or before the Consent Payment Deadline and accepted for purchase. The Consent Payment is included in the calculation of the Total Consideration and is not in addition to the Total Consideration.
Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding after the expiration of the tender offer, and the holders will be subject to the terms of the Indenture, as amended by the Fourteenth Supplemental Indenture, even though they did not consent to the amendments.
The Company has engaged Jefferies & Company, Inc. as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Persons with questions regarding the tender offer and consent solicitation should contact Jefferies & Company, Inc. at (888) 708-5831 (toll-free) or (203) 708-5831 (collect). Requests for documents should be directed to i-Deal LLC, the Tender Agent and Information Agent for the tender offer and consent solicitation, at (212) 849-5000 (brokers and bankers) or (888) 593-9546 (all others).
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