Common use of General Terms and Conditions of the Junior Subordinated Debentures Clause in Contracts

General Terms and Conditions of the Junior Subordinated Debentures. Section 1.1. There shall be and is hereby authorized a series of Debentures designated the "___% Junior Subordinated Debentures Due 20___", limited in aggregate principal amount of $___ which is equal to the sum of (i) $___ plus (ii) $___ which is a dollar amount equal to the principal amount of Junior Subordinated Debentures purchased by the Trust with the proceeds received by the Trust from the purchase by Holdings of the Common Securities of the Trust, which amount shall be as set forth in any written order of Holdings for the authentication and delivery of Junior Subordinated Debentures. Upon exercise of the overallotment option set forth in the Underwriting Agreement (as defined in the Declaration of Trust), additional Junior Subordinated Debentures in the aggregate principal amount of up to $o may be executed by Holdings and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Junior Subordinated Debentures to or upon the written order of Holdings, which order shall be accompanied by evidence satisfactory to the Trustee that the overallotment option has been exercised. The Junior Subordinated Debentures shall mature and the principal shall be due and payable together with all accrued and unpaid interest thereon, including Compounded Interest (as hereinafter defined) on __________, 20___. (a) The Junior Subordinated Debentures shall be issued in fully registered certificated form without interest coupons. Principal and interest on the Junior Subordinated Debentures issued in certificated form will be payable, the transfer of such Junior Subordinated Debentures will be registrable and such Junior Subordinated Debentures will be exchangeable for Junior Subordinated Debentures bearing identical terms and provisions at the office or agency of Holdings in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of Holdings by check mailed to the registered holder at such address as shall appear in the Debenture register and that the payment of principal with respect to the Junior Subordinated Debentures will only be made upon surrender of the Junior Subordinated Debentures to the Trustee. (b) In connection with a Dissolution Event; (i) Junior Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee in exchange for a Global Debenture representing the Junior Subordinated Debentures in an aggregate principal amount equal to all outstanding Junior Subordinated Debentures, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees (as defined in the Declaration of Trust). Upon any such presentation, Holdings shall execute a Global Debenture representing the Junior Subordinated Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this o Supplemental Indenture. Payments on the Junior Subordinated Debentures issued as a Global Debenture will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, Junior Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate (as defined in the Declaration of Trust) which represents Preferred Securities other than Preferred Securities held by the Clearing Agency (as defined in the Declaration of Trust) or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Junior Subordinated Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificate is presented to the Debenture Registrar for transfer or reissuance at which time such Preferred Security Certificate will be cancelled and a Junior Subordinated Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled will be executed by Holdings and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this o Supplemental Indenture. On issue of such Junior Subordinated Debentures, Junior Subordinated Debentures with an equivalent aggregate amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been canceled. Section 1.3. Each Junior Subordinated Debenture will bear interest at the rate of ___% per annum from and including __________, 199___ until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, compounded quarterly, payable (subject to the provisions of Article Three) quarterly in arrears on __________, __________, __________ and __________ of each year (each, an "Interest Payment Date", commencing on __________, 199___), to the person in whose name such Junior Subordinated Debenture or any predecessor Junior Subordinated Debenture is registered, at the close of business on the regular record date for such interest installment, which, except as set forth below, shall be the close of business on the business day immediately preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred Securities are no longer in book-entry only form or if pursuant to the provisions of Section 2.4(4) of the Indenture, the Junior Subordinated Debentures are not represented by a Global Debenture, the regular record dates for such interest installment shall be the close of business on the last day of the quarter next preceding that Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name the Junior Subordinated Debenture (or one or more Predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Junior Subordinated Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Junior Subordinated Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a full quarterly interest period for which interest is computed, the amount of interest payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Junior Subordinated Debentures is not a business day, then payment of interest payable on such date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day (and the regular record date for such interest installment shall be the business day immediately preceding the business day which is 15 days preceding such Interest Payment Date), in each case with the same force and effect as if made on such date.

General Terms and Conditions of the Junior Subordinated Debentures. Section 1.1. There shall be and is hereby authorized a series of Debentures designated the "___9 1/2% Junior Subordinated Debentures Due 20___2047", initially limited in aggregate principal amount of to $___ 335,051,550 which is equal to the sum of (i) $___ 325,000,000 plus (ii) $___ 10,051,550 which is a dollar amount equal to the principal amount of Junior Subordinated Debentures purchased by the Trust with the proceeds received by the Trust from the purchase by Holdings of the Common Securities of the Trust, which amount shall be as set forth in any written order of Holdings for the authentication and delivery of Junior Subordinated Debentures. Upon exercise of the overallotment option set forth in the Underwriting Agreement (as defined in the Declaration of Trust), additional Junior Subordinated Debentures in the aggregate principal amount of up to $o 50,257,750 may be executed by Holdings and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Junior Subordinated Debentures to or upon the written order of Holdings, which order shall be accompanied by evidence satisfactory to the Trustee that the overallotment option has been exercised. The Junior Subordinated Debentures shall mature and the principal shall be due and payable together with all accrued and unpaid interest thereon, including Compounded Interest (as hereinafter defined) on __________September 30, 20___2047. (a) The Junior Subordinated Debentures shall be issued in fully registered certificated form without interest coupons. Principal and interest on the Junior Subordinated Debentures issued in certificated form will be payable, the transfer of such Junior Subordinated Debentures will be registrable and such Junior Subordinated Debentures will be exchangeable for Junior Subordinated Debentures bearing identical terms and provisions at the office or agency of Holdings in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of Holdings by check mailed to the registered holder at such address as shall appear in the Debenture register and that the payment of principal with respect to the Junior Subordinated Debentures will only be made upon surrender of the Junior Subordinated Debentures to the Trustee. (b) In connection with a Dissolution Event;: (i) Junior Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee in exchange for a Global Debenture or Debentures representing the Junior Subordinated Debentures in an aggregate principal amount equal to all outstanding Junior Subordinated Debentures, to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees (as defined in the Declaration of Trust). Upon any such presentation, Holdings shall execute a one or more Global Debenture Debentures representing the Junior Subordinated Debentures in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and this o Second Supplemental Indenture. Payments on the Junior Subordinated Debentures issued as a Global Debenture Debentures will be made to the Depositary; and (ii) if any Preferred Securities are held in non book-entry certificated form, Junior Subordinated Debentures in certificated form may be presented to the Trustee by the Institutional Trustee and any Preferred Security Certificate (as defined in the Declaration of Trust) which represents Preferred Securities other than Preferred Securities held by the Clearing Agency (as defined in the Declaration of Trust) or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Junior Subordinated Debentures presented to the Trustee by the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificate is presented to the Debenture Registrar for transfer or reissuance at which time such Preferred Security Certificate will be cancelled and a Junior Subordinated Debenture, registered in the name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate canceled will be executed by Holdings and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this o Second Supplemental Indenture. On issue of such Junior Subordinated Debentures, Junior Subordinated Debentures with an equivalent aggregate amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been canceled. Section 1.3. Each Junior Subordinated Debenture will bear interest at the rate of ___9 1/2% per annum from and including __________September 16, 199___ 1998 until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, compounded quarterly, payable (subject to the provisions of Article Three) quarterly in arrears on __________the 30th day of March, __________June, __________ September and __________ December of each year (each, an "Interest Payment Date", commencing on __________December 30, 199___1998), to the person in whose name such Junior Subordinated Debenture or any predecessor Junior Subordinated Debenture is registered, at the close of business on the regular record date for such interest installment, which, except as set forth below, shall be the close of business on the business day Business Day immediately preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Preferred Securities are no longer in book-entry only form or if pursuant to the provisions of Section 2.4(4) of the Indenture, the Junior Subordinated Debentures are not represented by a Global Debenture, the regular record dates for such interest installment shall be the close of business on the last day of the quarter next preceding that Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such regular record date, and may be paid to the person in whose name the Junior Subordinated Debenture (or one or more Predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Junior Subordinated Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Junior Subordinated Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and for any partial month in any period shorter than a full quarterly interest period for which interest is computed, the amount of interest payable will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Junior Subordinated Debentures is not a business dayBusiness Day, then payment of interest payable on such date will be made on the next succeeding day which is a business day Business Day (and without any interest or other payment in respect of any such delay), except that, if such business day Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day Business Day (and the regular record date for such interest installment shall be the business day Business Day immediately preceding the business day which is 15 days preceding such Interest Payment DateBusiness Day), in each case with the same force and effect as if made on such date.