This excerpt taken from the CNO 8-K filed Feb 5, 2010.
Agreement”) pursuant to which the Company has agreed to issue and sell to Morgan Stanley, as initial purchaser, and Morgan Stanley has agreed to buy from the Company, subject to the conditions set forth therein, up to $293,000,000 aggregate principal amount of Securities on any Tender Offer Closing Date, the Put Right Closing Date or the Redemption Closing Date;
WHEREAS, the Company seeks to repurchase its outstanding Existing Convertibles from holders thereof pursuant to privately negotiated transactions and issue and sell to Morgan Stanley an aggregate principal amount of Securities equal to the aggregate principal amount of Existing Convertibles repurchased by the Company in such transactions; and
WHEREAS, the Company and Morgan Stanley have determined that the Agreement should be amended as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto hereby agree as follows:
Section 1. Amendments to the Agreement.
(a) The second paragraph of the Preamble to the Agreement shall be deleted and replaced with the following:
“As described in Section 2, the Company will, upon receipt of payment therefor, issue Securities as follows: (a) on the closing date for the cash tender offer for any and all of its outstanding 3.50% Convertible Debentures due September 30, 2035 (the “