ON THE LIBOR DETERMINATION DATE FOR SUCH DISTRIBUTION PERIOD (OR, IN THE CASE OF
THE FIRST DISTRIBUTION PERIOD, WILL BE 1.11%), PLUS 2.75% (THE "COUPON RATE");
PROVIDED, HOWEVER, THAT THE COUPON RATE FOR ANY DISTRIBUTION PERIOD MAY NOT
EXCEED THE INTEREST RATE (AS DEFINED IN THE INDENTURE) FOR THE RELATED INTEREST
PERIOD (AS DEFINED IN THE INDENTURE).
DISTRIBUTIONS IN ARREARS FOR MORE THAN
ONE DISTRIBUTION PERIOD WILL BEAR INTEREST THEREON, COMPOUNDED QUARTERLY, AT THE
APPLICABLE COUPON RATE FOR EACH DISTRIBUTION PERIOD THEREAFTER (TO THE EXTENT
PERMITTED BY APPLICABLE LAW).
THE TERM "DISTRIBUTIONS", AS USED HEREIN,
INCLUDES CASH DISTRIBUTIONS, ANY SUCH COMPOUNDED DISTRIBUTIONS AND ANY
ADDITIONAL AMOUNTS PAYABLE ON THE DEBENTURES UNLESS OTHERWISE STATED.
A
DISTRIBUTION IS PAYABLE ONLY TO THE EXTENT THAT PAYMENTS ARE MADE IN RESPECT OF
THE DEBENTURES HELD BY THE INSTITUTIONAL TRUSTEE AND TO THE EXTENT THE
INSTITUTIONAL TRUSTEE HAS FUNDS LEGALLY AVAILABLE IN THE PROPERTY ACCOUNT
THEREFOR.
THE AMOUNT OF DISTRIBUTIONS PAYABLE FOR ANY DISTRIBUTION PERIOD WILL
BE COMPUTED ON THE BASIS OF A 360-DAY YEAR AND THE ACTUAL NUMBER OF DAYS ELAPSED
IN SUCH DISTRIBUTION PERIOD.
A-I-1
The term "Distribution Period", as used herein, means (i) in the case of the
first Distribution Period, the period from, and including, the date of original
issuance of the Securities to, but excluding, the initial Distribution Payment
Date and (ii) thereafter, from, and including, the first day following the end
of the preceding Distribution Period to, but excluding, the applicable
Distribution Payment Date or, in the case of the last Distribution Period, the
related date of redemption.
(b)
LIBOR shall be determined by the Calculation Agent for each
Distribution Period (other than the first Distribution Period, in which case
LIBOR will be 1.11% per annum) in accordance with the following provisions:
(1)
On the second LIBOR Business Day (provided, that on such day
commercial banks are open for business (including dealings in foreign currency
deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding
LIBOR Business Day that is also a LIBOR Banking Day) prior to the January 15,
April 15, July 15 or October 15, as the case may be, immediately succeeding the
commencement of such Distribution Period (each such day, a "LIBOR Determination
Date"), LIBOR shall equal the rate, as obtained by the Calculation Agent, for
three-month U.S. Dollar deposits in Europe, which appears on Telerate (as
defined in the International Swaps and Derivatives Association, Inc. 2000
Interest Rate and Currency Exchange Definitions) page 3750 or such other page as
may replace such page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date, as reported by Bloomberg Financial Markets Commodities News
or any successor service ("Telerate Page 3750").
"LIBOR Business Day" means any
day that is not a Saturday, Sunday or other day on which commercial banking
institutions in The City of New York or Wilmington, Delaware are authorized or
obligated by law or executive order to be closed.
If such rate is superseded on
Telerate Page 3750 by a