Holders who tender Notes on or prior to the Consent Payment Deadline may withdraw such Notes at any time on or prior to the Consent Payment Deadline.
In connection with the tender offer, the Issuers are also soliciting consents from the holders of the Notes for certain proposed amendments that would eliminate substantially all restrictive covenants, certain events of default and certain related provisions contained in the indenture governing the Notes. In addition, the proposed amendments will provide for the release of the liens on the collateral that secures the Issuers’ and the Company’s obligations with respect to the Notes. Adoption of the proposed amendments with respect to the Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes, except that adoption of the proposed amendments with respect to the release of the liens on the collateral requires the consent of the holders of at least 75% of the outstanding principal amount of the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the tender offer.
Provided that certain customary conditions to the tender offer, including a financing condition, have been satisfied or waived by the Issuers, the Issuers will pay for Notes purchased in the tender offer, together with accrued interest, on either the first settlement date or the final settlement date, as applicable. Holders of Notes that have been validly tendered and accepted by the Issuers by the Consent Payment Deadline will receive the Total Consideration and will be paid on the first settlement date, which is expected to be promptly after satisfaction of the financing condition and following the Consent Payment Deadline, provided that all other conditions to the offer have been satisfied or waived at such time. Holders of Notes that have been validly tendered and accepted by the Issuers after the Consent Payment Deadline, but on or prior to the Expiration Time, will receive the Tender Consideration only, and will be paid on the final settlement date, which is expected to be promptly after the date on which the Expiration Time occurs.
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