As more fully described in the Offer to Purchase, the Clearing Premium for the Offer for the 2020 Notes will be the lowest single bid premium (the amount by which bid price exceeds the Base Price) at which the Issuers will be able to purchase 2020 Notes in an aggregate principal amount equal to the Modified Dutch Auction Cap. If the aggregate amount of 2020 Notes validly tendered (and not validly withdrawn) at or below the Clearing Premium would cause the Issuers to purchase more than the Modified Dutch Auction Cap for the Offer for the 2020 Notes, then holders of 2020 Notes tendered at the Clearing Premium will be subject to proration as described in the Offer to Purchase.
In addition, the Issuers will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the Offers from the last interest payment date up to, but not including, the applicable settlement date.
Tenders for Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, or April 2, 2013, unless extended (the "Withdrawal Deadline"), but not thereafter unless otherwise required by applicable law.
The Issuers reserve the right, in their sole discretion, to increase the Modified Dutch Auction Cap for the 2020 Notes. If the Issuers increase the Modified Dutch Auction Cap, they do not currently intend to extend the Withdrawal Deadline or otherwise reinstate withdrawal rights.The consummation of the Offers is conditioned upon, among other things, the Issuers receiving proceeds from their proposed notes offering, which has been launched concurrently with the Offers, in an aggregate principal amount of at least $450.0 million. If any of the conditions are not satisfied, the Issuers may terminate one or both of the Offers and return tendered Notes. The Issuers have the right to waive any of the foregoing conditions with respect to the Notes and to consummate the Offers. In addition, the Issuers have the right, in their sole discretion, to terminate either of the Offers at any time, subject to applicable law.
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