Instructions/Remarks: Tender Tender Tender Tender Tender Tender Tender Tender Tender Tender
offer will now expire at 11:00 am New York City time, on January 23, 2007, unless Open Solutions chooses to again extend or to terminate the tender
offer as provided in the Offer to Purchase.
The total consideration offered in the tender
offers and consent solicitations for the 1997 Indenture Notes and the 2000 Indenture Notes includes a consent payment of $50.
a) the present value on the applicable payment date for the tender
of Notes of (i) $1,044.
Holders who validly tender
their Notes and provide their consents prior to the Consent Payment Deadline shall receive the total consideration equal to $1,040.
In connection with the tender
offer, Jacuzzi is soliciting the consents of the holders of the Notes to proposed amendments to the indenture governing the Notes (the "Proposed Amendments").
offer is subject to several conditions, including, among other things, AGT's receipt of proceeds from a new issuance of debt securities or a new second lien credit facility, which proceeds must be sufficient (and, under the terms of the agreements governing AGT's indebtedness, are permitted to be used) to pay the aggregate total consideration and/or the purchase price for the Notes accepted in the tender
offer; a minimum tender
condition; receipt of the requisite consents and execution of a supplemental indenture and execution of an amendment terminating the registration rights agreement.
If NewMarket elects to exercise this option, it will pay the total consideration or tender
offer consideration, as applicable, for the Notes accepted for purchase at the Early Acceptance Time on such date (the "Early Payment Date") promptly following the Early Acceptance Time.
In accordance with the terms and conditions of the tender
offer, and based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender
offer, the Company expects to accept for purchase approximately 22,418,000 of its common shares (including approximately 4,644,000 shares tendered
through guaranteed delivery procedures and 90,000 shares tendered
subject to conditions) at a purchase price of $35.
offers and consent solicitations are being made pursuant to the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement, dated October 23, 2006 (the "Statement").
The total consideration for each $1,000 principal amount of the Buffets Notes tendered
and accepted for purchase pursuant to Buffets' tender
offer will be $1,058.
The total consideration for the Notes tendered
and accepted for purchase pursuant to the tender
offer will be determined as specified in the tender
offer documents, on the basis of a yield to the first redemption date for the Notes equal to the sum of (i) the yield (based on the bid side price) of the 3.