The Capital Security Certificates
evidencing the Capital Securities shall be substantially in the form of Exhibit
A-1 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any stock exchange on which the Capital Securities are listed,
if any.
(b)
Common Securities.
155 Common Securities of
the Trust (the "Common Securities") will be evidenced by Common Security
Certificates substantially in the form of Exhibit A-2 to the Declaration, with
such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.
In the absence of an Event of Default, the
Common Securities will have an aggregate liquidation amount with respect to the
assets of the Trust of ONE HUNDRED FIFTY-FIVE Dollars ($155,000) and a
liquidation amount with respect to the assets of the Trust of $1,000 per Common
Security.
2.
DISTRIBUTIONS.
(A)
DISTRIBUTIONS
PAYABLE ON EACH SECURITY WILL BE PAYABLE AT A RATE OF INTEREST PER ANNUM, WHICH,
WITH RESPECT TO ANY DISTRIBUTION PERIOD (AS DEFINED HEREIN), WILL BE EQUAL TO
LIBOR, AS DETERMINED ON THE LIBOR DETERMINATION DATE FOR SUCH DISTRIBUTION
PERIOD (OR, IN THE CASE OF THE FIRST DISTRIBUTION PERIOD, WILL BE 5.36%), PLUS
1.40% (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 5.36% 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