PGI is soliciting consents from the holders that held Securities (the "Holders") as of 5:00 p.m., New York City time, on October 14, 2013 (the "Record Time"). The Proposed Amendments require the consent of Holders that held as of the Record Time not less than a majority in principal amount of the outstanding Securities (the "Requisite Consents").
The Proposed Amendments will amend the definition of "EBITDA" and the debt covenant in order to provide PGI with additional capacity to incur and secure indebtedness under the Indenture, as more fully described in the consent solicitation statement dated October 15, 2013 (the "Statement").
In consideration for consents to the Proposed Amendments, upon the terms and subject to the conditions of the Solicitation, PGI will pay a consent fee of $2.50 for each $1,000 in principal amount of Securities held by a Holder as of the Record Time as to which PGI has received and accepted a valid (and unrevoked) consent on or prior to the expiration of the Solicitation from such Holder. The consent payment will be made no later than the third business day following the expiration of the Solicitation.
The Solicitation will expire at 5:00 p.m., New York City time, on October 21, 2013, unless extended by PGI (such date and time, as it may be extended, the "Expiration Date"). PGI will make a public announcement of any extension to the Expiration Date at or prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
Holders may deliver their consents at any time on or prior to the Expiration Date. Holders may revoke their consents prior to the effectiveness of the supplemental indenture relating to the Proposed Amendments.
PGI expects to execute the supplemental indenture promptly after the receipt of the Requisite Consents. Any holder who validly revokes a consent will not be eligible to receive a consent payment, unless such consent is redelivered and accepted by PGI prior to the Expiration Date.
The Solicitation is subject to certain terms and conditions, as set forth more fully in the Statement and related documents. The Statement and related documents contain important information, and holders should read them carefully before making any decision with respect to the Solicitation.
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