The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, as amended or supplemented from time to time, the "Offer to Purchase" , which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders individually, a "Holder" and collectively, the "Holders" of Notes.
Notes validly tendered and not validly withdrawn at or prior to p. Lear expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on November 22, the "Early Settlement Date". In addition to the Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date "Accrued Interest".
Because the aggregate principal amount of Notes validly tendered would exceed the Maximum Amount, Lear expects that it will accept validly tendered Notes on a prorated basis in accordance with the Offer to Purchase.
As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder's account. Lear expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date.
The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered but the Tender Offer is subject to certain conditions as described in the Offer to Purchase. Lear has retained Barclays Capital Inc. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent either by email at contact gbsc-usa. Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to Barclays Capital Inc.
