mandatory, at your option, or at our option. The applicable
prospectus supplement will describe the manner in which the shares
of common stock or other securities, property or cash you would
receive would be issued or delivered.
Subordination Under Subordinated Indenture
In the subordinated indenture, we have agreed, and holders of
subordinated debt securities will be deemed to have agreed, that
any subordinated debt securities are subordinate and junior in
right of payment to all senior debt to the extent provided in the
subordinated indenture.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment
for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceeding in
connection with our insolvency or bankruptcy, the holders of senior
debt will first be entitled to receive payment in full of principal
of, premium, if any, and interest, if any, on the senior debt
before the holders of subordinated debt securities will be entitled
to receive or retain any payment of the principal of, premium, if
any, or interest, if any, on the subordinated debt securities.
If the maturity of any subordinated debt securities is accelerated,
the holders of all senior debt outstanding at the time of the
acceleration will first be entitled to receive payment in full of
all amounts due, including any amounts due upon acceleration,
before you will be entitled to receive any payment of the principal
of, premium, if any, or interest on the subordinated debt
securities, other than sinking fund payments.
We will not make any payments of principal of, premium, if any, or
interest, if any, on the subordinated debt securities (other than
any sinking fund payment) if:
|
• |
|
a default in any payment on senior debt then exists;
|
|
• |
|
an event of default on any senior debt resulting in the
acceleration of its maturity then exists; or
|
|
• |
|
any judicial proceeding is pending in connection with any such
default.
|
When we use the term “debt” we mean, with respect to any person,
the principal of, premium, if any, and interest, if any, on debt of
such person, whether incurred on, prior to, or after, the date of
the subordinated indenture, whether recourse is to all or a portion
of the assets of that person and whether or not contingent, which
includes:
|
• |
|
every obligation of, or any obligation guaranteed by, that person
for money borrowed;
|
|
• |
|
every obligation of, or any obligation guaranteed by, that person
evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition
of property, assets or businesses but excluding the obligation to
pay the deferred purchase price of any such property, assets or
business if payable in full within 90 days from the date such debt
was created;
|
|
• |
|
every capital lease obligation of that person;
|
|
• |
|
leases of property or assets made as part of any sale and
lease-back transaction to which that person is a party; and
|
|
• |
|
any amendments, renewals, extensions, modifications and refundings
of any such debt.
|
The term “debt” does not include trade accounts payable or accrued
liabilities arising in the ordinary course of business.
When we use the term “senior debt” we mean the principal of,
premium, if any, and interest, if any, on debt, whether incurred
on, prior to, or after, the date of the subordinated indenture,
unless the instrument creating or evidencing that debt or pursuant
to which that debt is outstanding states that those obligations are
not superior in
17