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Offer to Purchase for Cash Up to US$200,000,000 The Tender Offers (as defined herein) will expire at 5:00 p.m., New York City time, on October 29, 2024, unless extended by us (such time and date, as it may be extended, the “Expiration Date”). Holders (as defined herein) who validly tender (and do not validly withdraw) their Notes (as defined herein) at or prior to 5:00 p.m., New York City time, on October 11, 2024, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated, the “Early Tender Date”), in the manner described herein will be eligible to receive the applicable Total Consideration (as defined herein), which includes the applicable Tender Offer Consideration (as defined herein) and the applicable Early Tender Premium (as defined herein), plus Accrued Interest (as defined herein). Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Tender Premium and will therefore only be eligible to receive the applicable Tender Offer Consideration, plus Accrued Interest. Notes that have been validly tendered pursuant to the Tender Offers may be validly withdrawn prior to 5:00 p.m., New York City time, on October 11, 2024, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated, the “Withdrawal Date”), but not thereafter except as may be required by applicable law (as determined by us). There is no letter of transmittal in connection with the Tender Offers.
________________________________________________________________________________________________________________________ (1) Subject to the Maximum Tender Amount (as defined herein), the Tender Sub-Cap (as defined herein) and proration, the principal amount of each series of Notes that is purchased in the Tender Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest) specified in this column. (2) The Tender Sub-Cap represents the maximum aggregate principal amount of the 2030 Notes that will be purchased. We reserve the right, but are under no obligation, to increase, decrease or eliminate any of the Tender Sub-Cap at any time, without extending the Early Tender Date or the Withdrawal Date (each as defined herein), subject to applicable law. To view copie(s) of the Tender Offer document(s) please click on the link(s) below Any questions or requests for assistance or for additional copies of this Offer to Purchase may be directed to D.F. King & Co., Inc. in its role as the Tender and Information Agent at its address, e-mail address and telephone numbers set forth below. You may also contact the Dealer Manager at its address and telephone numbers set forth below or your broker, dealer, commercial bank, trust company, custodian or other nominee, if applicable, for assistance concerning the terms of the Tender Offers. The Information and Tender Agent for the Tender Offers is:
The Dealer Manager for the Tender Offers is:
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