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These excerpts taken from the ALL 8-K filed May 10, 2007. (a) Scheduled Maturity Date.(i) The principal amount of, and all accrued and unpaid interest on, the Debentures shall be payable in full on May 15, 2037 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, however, that in the event the Company has complied with clause (iv)(1) of this Section 2.2(a) and timely delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article V hereof, and (z) subject to clause (ii) of this Section 2.2(a) the remaining Debentures shall remain outstanding and shall be payable in the amount provided in clause (ii) of this Section 2.2(a) on the immediately succeeding Quarterly Interest Payment Date or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).(ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article V hereof, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date in the amount provided in this clause (ii) or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).(iii) The obligation of the Company to repay the Debentures pursuant to this Section 2.2(a) shall be subject to (x) its obligations under Article VII to the holders of Senior Indebtedness and (y) until the earlier of (A) the Final Maturity Date and (B) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)), its obligations under Section 2.5 with respect to the payment of deferred interest on the Debentures.13 (iv) Until the Debentures are paid in full or the Debentures become due and payable pursuant to Section 502 of the Base Indenture:(1) the Company shall use Commercially Reasonable Efforts, subject to clause (v) of this Section 2.2(a), to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to any Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 2.2(a); and(2) if the Company is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Debentures on the applicable Repayment Date, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 90-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the following Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on such following Repayment Date pursuant to clause (i)(z) of this Section 2.2(a); and(3) the Company shall apply any such net proceeds to the repayment of the Debentures as provided in clause (vi) of this Section 2.2(a).(v) The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (iv) above in connection with such Repayment Date. The Company shall be excused from its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 90-day period preceding the date of such Officers’ Certificate; and (B) either (a) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (b) the Market Disruption Event continued for only part of the period but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit14 repayment of the Debentures in full. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Debentures is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.1 setting forth the principal amount of the Debentures to be repaid on such Repayment Date, if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a). The entire principal amount of, and all accrued and unpaid interest on, the Debentures shall be due and payable on the applicable Repayment Date in the event the Company does not deliver an Officer’s Certificate pursuant to this clause (v) to the Trustee on or prior to the 10th Business Day immediately preceding such Repayment Date.(vi) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.6, second, to pay current interest to the extent not paid from other sources and, third, to repay the outstanding principal amount of Debentures, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any Pari Passu Securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and those other Pari Passu Securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full. If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Debentures on the Scheduled Maturity Date or the next Quarterly Interest Payment Date, as applicable, but will retain those net proceeds and use them to repay the Debentures on the next Quarterly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds.(vii) The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the Debentures is permitted, except with the consent of Holders of a majority of the principal amount of the Debentures. Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the Holders of the Debentures.(a) Scheduled Maturity Date.(i) The principal amount of, and all accrued and unpaid interest on, the Debentures shall be payable in full on May 15, 2057 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, however, that in the event the Company has complied with clause (iv)(1) of this Section 2.2(a) and timely delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article V hereof, and (z) subject to clause (ii) of this Section 2.2(a) the remaining Debentures shall remain outstanding and shall be payable in the amount provided in clause (ii) of this Section 2.2(a) on the immediately succeeding Quarterly Interest Payment Date or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).(ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article V hereof, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date in the amount provided in this clause (ii) or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)).(iii) The obligation of the Company to repay the Debentures pursuant to this Section 2.2(a) shall be subject to (x) its obligations under Article VII to the holders of Senior Indebtedness and (y) until the earlier of (A) the Final Maturity Date and (B) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)), its obligations under Section 2.5 with respect to the payment of deferred interest on the Debentures.13 (iv) Until the Debentures are paid in full or the Debentures become due and payable pursuant to Section 502 of the Base Indenture:(1) the Company shall use Commercially Reasonable Efforts, subject to clause (v) of this Section 2.2(a), to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to any Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 2.2(a); and(2) if the Company is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Debentures on the applicable Repayment Date, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 90-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the following Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Debentures in full on such following Repayment Date pursuant to clause (i)(z) of this Section 2.2(a); and(3) the Company shall apply any such net proceeds to the repayment of the Debentures as provided in clause (vi) of this Section 2.2(a).(v) The Company shall, if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (iv) above in connection with such Repayment Date. The Company shall be excused from its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 90-day period preceding the date of such Officers’ Certificate; and (B) either (a) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (b) the Market Disruption Event continued for only part of the period but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit14 repayment of the Debentures in full. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Debentures is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.1 setting forth the principal amount of the Debentures to be repaid on such Repayment Date, if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a). The entire principal amount of, and all accrued and unpaid interest on, the Debentures shall be due and payable on the applicable Repayment Date in the event the Company does not deliver an Officer’s Certificate pursuant to this clause (v) to the Trustee on or prior to the 10th Business Day immediately preceding such Repayment Date.(vi) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.6, second, to pay current interest to the extent not paid from other sources and, third, to repay the outstanding principal amount of Debentures, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any Pari Passu Securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and those other Pari Passu Securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full. If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Debentures on the Scheduled Maturity Date or the next Quarterly Interest Payment Date, as applicable, but will retain those net proceeds and use them to repay the Debentures on the next Quarterly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds.(vii) The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the Debentures is permitted, except with the consent of Holders of a majority of the principal amount of the Debentures. Except as aforesaid, the Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without the consent of the Holders of the Debentures. | EXCERPTS ON THIS PAGE:
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