BE, OR (2) THE
COMPANY MARKET DISRUPTION EVENT CONTINUED FOR ONLY PART OF SUCH PERIOD, BUT THE
COMPANY WAS UNABLE AFTER USING ITS COMMERCIALLY REASONABLE EFFORTS TO RAISE
SUFFICIENT NET PROCEEDS DURING THE REST OF THAT PERIOD TO PERMIT REPAYMENT OF
THE DEBENTURES IN FULL. EACH OFFICERS' CERTIFICATE DELIVERED PURSUANT TO THIS
11
CLAUSE (VII), 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 18(I) SETTING FORTH THE PRINCIPAL AMOUNT OF THE DEBENTURES
TO BE REPAID ON SUCH REPAYMENT DATE, WHICH AMOUNT SHALL BE DETERMINED AFTER
GIVING EFFECT TO CLAUSE (VIII) OF THIS SECTION 4.
(VIII) 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 (AND ADDITIONAL
INTEREST THEREON) TO THE EXTENT OF ELIGIBLE PROCEEDS RAISED PURSUANT TO SECTION
9, SECOND, TO PAY CURRENT INTEREST TO THE EXTENT NOT PAID FROM OTHER SOURCES
AND, THIRD, TO REPAY THE PRINCIPAL OF DEBENTURES, SUBJECT TO A MINIMUM PRINCIPAL
AMOUNT OF $5 MILLION OR SUCH LESSER AMOUNT AS MAY THEN BE OUTSTANDING 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 OUTSTANDING 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 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.
(IX) THE "FINAL REPAYMENT DATE" SHALL INITIALLY BE DECEMBER 15, 2066 AND SHALL
BE EXTENDED TO A DATE THAT IS FIVE YEARS AFTER THE THEN FINAL REPAYMENT DATE
(AND SUCH DATE THAT IS FIVE YEARS AFTER THE THEN FINAL REPAYMENT DATE SHALL
THEREAFTER BE THE "FINAL REPAYMENT DATE") ON EACH OF DECEMBER 15, 2011, 2016,
2021 AND 2026 (EACH, AN "EXTENSION DATE") IF:
(A)
ON SUCH EXTENSION DATE (I) THE DEBENTURES ARE RATED AT LEAST BAA2 BY
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") AND BBB BY STANDARD & POOR'S RATINGS
SERVICES ("S&P") AND (II) THE COMPANY'S THEN OUTSTANDING SENIOR DEBT FOR MONEY
BORROWED, IF ANY, IS RATED AT LEAST A2 BY MOODY'S AND A BY S&P, OR, IF IN THE
CASE OF CLAUSE (I) OR (II), EITHER MOODY'S OR S&P (OR THEIR RESPECTIVE
SUCCESSORS) ARE NO LONGER IN EXISTENCE, THE EQUIVALENT RATINGS BY AT LEAST TWO
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS;
(B)
AS OF SUCH EXTENSION DATE, THE COMPANY HAS NEVER DEFERRED INTEREST ON THE
DEBENTURES;
(C)
DURING