(2) Inclusive of the Early Tender Premium.
Holders who properly tender after the Consent Expiration Date, but on or prior to the Offer Expiration Date (as defined below), will be eligible to receive as consideration the tender offer consideration, which will be equal to the total consideration less the early tender premium per $1,000 principal amount of the tendered Notes.
In addition, all Notes accepted for purchase will be entitled to receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.
The Company is offering to purchase up to the Maximum Tender Amount of Notes. If holders validly tender Notes in an aggregate principal amount in excess of the Maximum Tender Amount, the Company will only accept an amount of Notes equal to the Maximum Tender Amount. In determining proration for the Notes, the Company will purchase that portion of a holder’s tendered Notes that is equal to the total amount of tendered Notes multiplied by a fraction, the numerator of which would equal the Maximum Tender Amount and the denominator of which would equal the total principal amount of Notes tendered in the Offer, rounded down to the nearest $1,000.00 principal amount. Whether a holder tenders before or after the Consent Expiration Date, all holders will be prorated equally.
The tender offer will expire at 11:59 p.m., New York City time, on September 3, 2013, unless extended or earlier terminated (the "Offer Expiration Date"). Settlement for Notes tendered on or prior to the Consent Expiration Date and accepted for purchase is expected to occur on the first business day following the Consent Expiration Date. The Company's acceptance of and payment for Notes tendered is not conditioned upon the required consents having been received (and not validly revoked). The Company intends to accept for purchase 66.67% of the Notes tendered on or prior to the Consent Expiration Date.