STOCK REPURCHASE PLAN;
(Y) OTHER THAN ANY REPAYMENT OF THE DEBENTURES PURSUANT TO SECTION 4 AND, EXCEPT
FOR ANY PAYMENTS OF DEFERRED INTEREST PURSUANT TO SECTION 9, MAKE ANY PAYMENT OF
PRINCIPAL OF, OR INTEREST OR PREMIUM, IF ANY, ON, OR REPAY, REPURCHASE OR REDEEM
ANY OF THE COMPANY'S SECURITIES THAT RANK PARI PASSU WITH OR JUNIOR TO THE
DEBENTURES; OR (Z) MAKE ANY GUARANTEE PAYMENTS WITH RESPECT TO ANY GUARANTEE BY
THE COMPANY OF THE SUBORDINATED DEBT SECURITIES OF ANY SUBSIDIARY OF THE COMPANY
IF SUCH GUARANTEE RANKS PARI PASSU WITH OR JUNIOR TO THE DEBENTURES.
(II) AT THE END OF ANY TEN-YEAR DEFERRAL PERIOD, THE COMPANY SHALL PAY ALL
DEFERRED INTEREST ON THE DEBENTURES THAT HAS NOT BEEN PAID AS OF THE END OF SUCH
10-YEAR DEFERRAL PERIOD (TOGETHER WITH ADDITIONAL INTEREST THEREON, IF ANY, AT
THE RATE SPECIFIED FOR THE DEBENTURES TO THE EXTENT PERMITTED BY APPLICABLE
LAW), TO THE PERSONS IN WHOSE NAMES
14
THE DEBENTURES ARE REGISTERED AT THE CLOSE OF BUSINESS ON THE REGULAR RECORD
DATE WITH RESPECT TO THE INTEREST PAYMENT DATE AT THE END OF SUCH DEFERRAL
PERIOD.
(III) SUBJECT TO SECTION 17, IN THE CASE OF ANY DEFERRAL PERIOD THAT DOES NOT
TERMINATE ON OR PRIOR TO THE FIRST ANNIVERSARY OF THE COMMENCEMENT OF SUCH
DEFERRAL PERIOD, THE RESTRICTIONS SET FORTH IN CLAUSE (Y) OF THE PROVISO TO
CLAUSE (I) ABOVE SHALL CONTINUE IN EFFECT IN RESPECT OF ANY REPAYMENT,
REDEMPTION OR REPURCHASE OF SECURITIES THAT RANK PARI PASSU WITH OR JUNIOR TO
THE DEBENTURES UNTIL THE FIRST ANNIVERSARY OF THE DATE ON WHICH THE COMPANY HAS
PAID ALL DEFERRED INTEREST AND ALL OTHER ACCRUED AND UNPAID INTEREST ON THIS
DEBENTURE (INCLUDING ADDITIONAL INTEREST THEREON).
(IV) UPON TERMINATION OF ANY DEFERRAL PERIOD AND UPON THE PAYMENT OF ALL
DEFERRED INTEREST AND ANY ADDITIONAL INTEREST THEN DUE ON ANY INTEREST PAYMENT
DATE, THE COMPANY MAY ELECT TO BEGIN A NEW DEFERRAL PERIOD PURSUANT TO
CLAUSE (I) OF THIS SECTION 7.
(V) THE COMPANY MAY ELECT TO PAY INTEREST ON ANY INTEREST PAYMENT DATE DURING
ANY DEFERRAL PERIOD TO THE EXTENT PERMITTED BY SECTION 8.
(VI) THE COMPANY SHALL GIVE WRITTEN NOTICE OF ITS ELECTION TO BEGIN OR EXTEND
ANY DEFERRAL PERIOD TO THE TRUSTEE AT LEAST ONE BUSINESS DAY PRIOR TO THE
REGULAR RECORD DATE FOR THE NEXT SUCCEEDING INTEREST PAYMENT DATE.
8.
Payment of Deferred Interest
The Company shall not pay deferred interest on the Debentures (including
Additional Interest thereon) prior to the Final Repayment Date from any source
other than Eligible Proceeds. Notwithstanding the foregoing, the Company may pay
current interest at all times from any available funds and the Company shall pay
deferred interest on the Debentures (and Additional Interest thereon) from all
sources (including Eligible Proceeds) following the Final Repayment Date or an
acceleration of the Debentures pursuant to Section 5.02 of the Indenture. To the
extent that the Company applies Eligible Proceeds from the sale of Common Stock
and Qualifying Non-Cumulative Perpetual Preferred Stock to pay