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ALL » Topics » such Qualifying Warrants so as to raise sufficient proceeds from their issuance to pay all deferred interest on the Debentures in accordance with this Section 2.6.These excerpts taken from the ALL 8-K filed May 10, 2007. such Qualifying Warrants so as to raise sufficient proceeds from their issuance to pay all deferred interest on the Debentures in accordance with this Section 2.6.(f) Notices to Trustee. The Company shall provide written notice to the Trustee following the commencement of an APM Period to certify that it will perform its obligations as required under this Section 2.6. The Company shall also provide written certification to the Trustee at least 5 Business Days prior to each subsequent Interest Payment Date during the APM Period specifying the amount of Eligible Proceeds to be paid to the Trustee and applied to pay deferred interest (including Additional Interest thereon), specifying the application of such Eligible Proceeds to current interest and deferred interest (including Additional Interest thereon) remaining outstanding as of such Interest Payment Date. The Trustee shall be permitted to rely on such notices and certifications without requiring any additional due diligence or investigation into the performance of the Company of its obligation under this Section 2.6.SECTION 2.7. Events of Default. (a) (i) Solely for purposes of the Debentures, Section 501 of the Base Indenture shall be deleted and replaced by the following:“SECTION 501. Events of Default “Event of Default,” wherever used herein with respect to the Debentures, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of interest, including compounded interest, in full on any Debentures for a period of 30 days after the conclusion of a 10-year period following the commencement of any Deferral Period if at such time such Deferral Period has not ended; or(2) default in the payment of principal on the Debentures when due, whether at the Stated Maturity, upon redemption, upon a declaration of acceleration, or otherwise, subject to the limitations set forth in Section 2.2 of the Sixth Supplemental Indenture; or(3) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or21 (4) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.When the Trustee incurs expenses or renders services in connection with an Event of Default specified in clauses (3) or (4) set forth in this Section 501, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.” (ii) Solely for purposes of the Debentures, Section 502 of the Base Indenture shall be deleted and replaced by the following:“SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default set forth in Section 501 of the Base Indenture (as amended by Section 2.7(a)(i) of the Sixth Supplemental Indenture with respect to the Debentures occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debentures may declare the principal amount of all of the Debentures and interest accrued thereon, if any, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in Article Five of the Base Indenture, the Holders of a majority in aggregate principal amount of the Debentures by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:(A) all Defaulted Interest on all Debentures,22 (B) the principal of (and premium, if any, on) the Debentures which has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Debentures,(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Debentures, and(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and(2) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures which has become due solely by such declaration of acceleration, have been cured or waived as provided under Section 513 of the Base Indenture.No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.” (b) The Trustee shall provide to the Holders of the Debentures such notices as it shall from time to time be required or permitted to provide with respect to the Debentures under Section 602 of the Base Indenture. In addition, the Trustee shall provide to the Holders of the Debentures notice of any Event of Default or event that, with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Debentures within 90 days after the actual knowledge of a Responsible Officer of the Trustee of such Event of Default or other event. However, except in cases of a default or an Event of Default in payment on the Debentures, the Trustee will be protected in withholding the notice if one of its Responsible Officers determines that withholding of the notice is in the interest of such Holders.(c) The Company’s failure to pay interest on the Debentures in accordance with Sections 2.5 and 2.6 shall constitute a default under the Indenture, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary in the Base Indenture or this Sixth Supplemental Indenture, the Trustee shall have no obligation to exercise any remedies with respect to any such default unless and except to the extent directed in writing to do so by the Holders of a majority in principal amount of the outstanding Debentures in accordance with and subject to the conditions set forth in Sections 512 and 603(5) of the Base Indenture. The Trustee may conclusively assume that Sections 2.5 and 2.6 have been complied with unless the Company or the Holders of 25% in aggregate principal amount of the Debentures have given the Trustee written notice to the contrary.(d) For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Trustee or the Holders of the Debentures under the Indenture, no breach by the Company of any covenant or obligation under the Base Indenture or the terms of the Debentures or the terms of this Sixth Supplemental Indenture, including the Company’s obligations under Section 2.2 (a)(iv), Section 2.5 or Section 2.6, shall be an Event of Default23 with respect to the Debentures, other than those specified in this Section 2.7; and except as provided herein and in the Base Indenture with respect to the occurrence and during the continuance of an Event of Default, and as provided in Section 2.7(c) above, the Trustee shall be under no duty or obligation to exercise any remedies or otherwise take any action in respect of any other default that may occur under or in respect of this Sixth Supplemental Indenture or the Base Indenture.such Qualifying Warrants so as to raise sufficient proceeds from their issuance to pay all deferred interest on the Debentures in accordance with this Section 2.6.(f) Notices to Trustee. The Company shall provide written notice to the Trustee following the commencement of an APM Period to certify that it will perform its obligations as required under this Section 2.6. The Company shall also provide written certification to the Trustee at least 5 Business Days prior to each subsequent Interest Payment Date during the APM Period specifying the amount of Eligible Proceeds to be paid to the Trustee and applied to pay deferred interest (including Additional Interest thereon), specifying the application of such Eligible Proceeds to current interest and deferred interest (including Additional Interest thereon) remaining outstanding as of such Interest Payment Date. The Trustee shall be permitted to rely on such notices and certifications without requiring any additional due diligence or investigation into the performance of the Company of its obligation under this Section 2.6.SECTION 2.7. Events of Default. (a) (i) Solely for purposes of the Debentures, Section 501 of the Base Indenture shall be deleted and replaced by the following:“SECTION 501. Events of Default “Event of Default,” wherever used herein with respect to the Debentures, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of interest, including compounded interest, in full on any Debentures for a period of 30 days after the conclusion of a 10-year period following the commencement of any Deferral Period if at such time such Deferral Period has not ended; or(2) default in the payment of principal on the Debentures when due, whether at the Stated Maturity, upon redemption, upon a declaration of acceleration, or otherwise, subject to the limitations set forth in Section 2.2 of the Fifth Supplemental Indenture; or(3) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or21 (4) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.When the Trustee incurs expenses or renders services in connection with an Event of Default specified in clauses (3) or (4) set forth in this Section 501, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.” (ii) Solely for purposes of the Debentures, Section 502 of the Base Indenture shall be deleted and replaced by the following:“SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default set forth in Section 501 of the Base Indenture (as amended by Section 2.7(a)(i) of the Fifth Supplemental Indenture with respect to the Debentures occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debentures may declare the principal amount of all of the Debentures and interest accrued thereon, if any, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such amount shall become immediately due and payable. At any time after such a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in Article Five of the Base Indenture, the Holders of a majority in aggregate principal amount of the Debentures by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay:(A) all Defaulted Interest on all Debentures,22 (B) the principal of (and premium, if any, on) the Debentures which has become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in the Debentures,(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in the Debentures, and(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and(2) all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures which has become due solely by such declaration of acceleration, have been cured or waived as provided under Section 513 of the Base Indenture.No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon.” (b) The Trustee shall provide to the Holders of the Debentures such notices as it shall from time to time be required or permitted to provide with respect to the Debentures under Section 602 of the Base Indenture. In addition, the Trustee shall provide to the Holders of the Debentures notice of any Event of Default or event that, with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Debentures within 90 days after the actual knowledge of a Responsible Officer of the Trustee of such Event of Default or other event. However, except in cases of a default or an Event of Default in payment on the Debentures, the Trustee will be protected in withholding the notice if one of its Responsible Officers determines that withholding of the notice is in the interest of such Holders.(c) The Company’s failure to pay interest on the Debentures in accordance with Sections 2.5 and 2.6 shall constitute a default under the Indenture, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary in the Base Indenture or this Fifth Supplemental Indenture, the Trustee shall have no obligation to exercise any remedies with respect to any such default unless and except to the extent directed in writing to do so by the Holders of a majority in principal amount of the outstanding Debentures in accordance with and subject to the conditions set forth in Sections 512 and 603(5) of the Base Indenture. The Trustee may conclusively assume that Sections 2.5 and 2.6 have been complied with unless the Company or the Holders of 25% in aggregate principal amount of the Debentures have given the Trustee written notice to the contrary.(d) For the avoidance of doubt, and without prejudice to any other remedies that may be available to the Trustee or the Holders of the Debentures under the Indenture, no breach by the Company of any covenant or obligation under the Base Indenture or the terms of the Debentures or the terms of this Fifth Supplemental Indenture, including the Company’s obligations under Section 2.2 (a)(iv), Section 2.5 or Section 2.6, shall be an Event of Default23 with respect to the Debentures, other than those specified in this Section 2.7; and except as provided herein and in the Base Indenture with respect to the occurrence and during the continuance of an Event of Default, and as provided in Section 2.7(c) above, the Trustee shall be under no duty or obligation to exercise any remedies or otherwise take any action in respect of any other default that may occur under or in respect of this Fifth Supplemental Indenture or the Base Indenture. | EXCERPTS ON THIS PAGE:
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