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EFTA01382756

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S-1/A Table of Contends Certain Covenants and Events of Default The indenture governing our 6.75% Notes contains a number of covenants that, among other things. restricts. subject to certain exceptions, our ability to: incur additional debt or issue certain preferred shares; • pay dividends on or make other distributions in respect of our capital stock or make other restricted payments; • make certain investments', sell certain assets; create liens on certain assets to secure debt; • consolidate, merge. sell or otherwise dispose of all or substantially all of our assets; • enter into certain transactions with affiliates; and • designate our subsidiaries as unrestricted subsidiaries. In addition, the indenture governing our 6.75% Notes imposes certain requirements as to future subsidiary' guarantors. The indenture governing our 6.75% Notes also contains certain customary events of default. 8.25% Senior Secured Second Lien Notes due 2021 and 8.75% Senior Secured Second Lien Notes due 2022 Overview On December 17, 2010, we completed our previously announced private exchange offers, in which we offered to exchange our 9.875% Notes and 10.55% PIK Notes for new securities, payable (i) 50% in 8.25% Notes or. at the election of each holder and subject to certain conditions, in 8.75% Notes and (ii) 50% in 12.625% Notes. As a result, we issued $2.0 billion aggregate principal amount of 8.25% Notes, which mature on January 15, 2021 and $1.0 billion aggregate principal amount of 8.75% Notes, which mature on January 15. 2022. Interest Rates Interest on the 8.25% Notes is payable in cash and accrues at the rate of 8.25% per annum. Interest on the 8.75% Notes is payable in cash and accrues at the rate of 8.75% per annum. Interest on our existing senior secured second lien notes is payable semi-annual in arrears on January IS and July 15, commencing on July 15, 2011. Ranking and Security Our existing senior secured second lien notes are senior secure

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