Common use of Extension of Interest Payment Period Clause in Contracts

Extension of Interest Payment Period. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Debentures, from time to time to extend the interest payment period for the Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period (each, an "Extended Interest Payment Period"), and at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred interest at the rate of 9.25% per annum to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date of the Debentures. (b) During any Extended Interest Payment Period the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or junior to the Debentures or make any guarantee payments with respect to such securities. (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at the end of each Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures including any Compounded Interest which shall be payable to the holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for such Interest Payment Date.

Extension of Interest Payment Period. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, from time to time to extend the interest payment period for the Debentures for up to 20 consecutive quarterly periods (each such extended interest periods with respect to each deferral period (eachpayment period, an "Extended Interest Payment Extension Period"), during which Extension Period no interest (including Additional Interest) shall be due and payable (except any Additional Sums that may be due and payable). No Extension Period may end on a date other than an Interest Payment Date. During an Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an annual rate equal to the Interest Rate in effect for such Extension Period, compounded quarterly from the date such interest would have been payable were it not for the Extension Period, to the extent permitted by law (such interest referred to herein as "Additional Interest"). At the end of which period any such Extension Period the Company shall pay all interest then accrued and unpaid thereon on the Debentures (together with interest on such deferred interest at the rate of 9.25% per annum to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")Additional Interest thereon); provided provided, however, that no Extended Interest Payment Extension Period may extend beyond the Maturity Date or Date; provided further, however, that during any Redemption Date of the Debentures. (b) During any Extended Interest Payment Period such Extension Period, the Company shall not, not and shall cause its Subsidiaries, other than not permit any Affiliate of the Trust, not Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect to, any of its Common Stock the Company's or preferred such Affiliate's capital stock (other than payments of dividends or any other securities distributions to the Company or a Subsidiary of the Company similar Company) or make any guarantee payments with respect to the Preferred Securities foregoing; or (ii) make any payment of principal, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally or any Affiliate of the Company controlled by the Company that rank PARI PASSU in all respects with or junior in interest to the Debentures or make any guarantee payments (other than, with respect to such securities. clauses (ci) Notwithstanding Section 4.02(band (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company may take or any Subsidiary of the following actions during an Extended Interest Payment Period: (i) make Company in connection with any dividendemployment contract, redemption, liquidation, interest, principal benefit plan or guarantee payment by way of securities, including Capital Stock, that rank equally other similar arrangement with or junior to for the securities on which such dividendbenefit of one or more employees, redemptionofficers, interestdirectors or consultants, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or of such Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange or conversion of any class or series of the Company's Capital Stock capital stock (or any capital stock of a Subsidiary of the exchange Company) for any class or conversion of one series or class of the Company's Capital Stock for another capital stock (or in the case of a Subsidiary of the Company, any class or series of such Subsidiary's capital stock) or of any class or series of the Company's Capital Stock; and indebtedness for any class or series of the Company's capital stock (viiior in the case of indebtedness of a Subsidiary of the Company, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (c) acquire the purchase of fractional interests in shares of the Company's Capital Stock capital stock (or the capital stock of a Subsidiary) pursuant to the conversion or exchange provisions of such Capital Stock capital stock or the security being converted or exchanged. , (d) any declaration of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks PARI PASSU with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee). Prior to the termination of any such Extended Interest Payment Extension Period, the Company may pay all or any portion of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; period, provided that such Extended Interest Payment Period period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly interest periods periods, or extend beyond the Maturity Date or any Redemption Date of the DebenturesDate. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all accrued and unpaid interest then due, together with Compounded and Additional Interest, the Company may select commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during an Extension Period shall bear Additional Interest to the extent permitted by applicable law. On The Company must give the Trustee notice of its election to begin or extend an Extension Period at least 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date occurring at the end of each Extended Interest Payment Period, the Company shall pay all with respect to which interest accrued and unpaid on the Debentures including any Compounded Interest which would have been payable except for the election to begin or extend an Extension Period. The Trustee shall be payable give notice of the Company's election to begin a new Extension Period to the holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for such Interest Payment DateSecurityholders.

Extension of Interest Payment Period. (a) So long as no Event the Company is not in default in the payment of Default has occurred and is continuinginterest on the Series ____% Debentures, the Company shall have the right, at any time during the term of the Series ____% Debentures, from time to time to extend the interest payment period for the of such Series ____% Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period (each, an the "Extended Interest Payment Period"), and at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred interest thereon at the rate of 9.25____% per annum to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date redemption date of the Series __% Debentures. (b) . During any such Extended Interest Payment Period the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock common stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or junior to the Debentures or make any guarantee payments with respect thereto; provided that the foregoing will not apply to such securities. (c) Notwithstanding Section 4.02(b) above, any stock dividends paid by the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital in Common Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series ____% Debentures on any Interest Payment Date to holders of record on the regular Record Date record date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debenturesperiods. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at At the end of each the Extended Interest Payment Period, Period the Company shall pay all interest accrued and unpaid on the Series ____% Debentures including any Compounded Interest which shall be payable to the holders of the Series ____% Debentures in whose names the Series ____% Debentures are registered in the Debenture Register register on the Record Date for such first record date after the end of the Extended Interest Payment DatePeriod.

Extension of Interest Payment Period. (a) So long as no Event the Company is not in default in the payment of Default has occurred and is continuinginterest on the Series 5.375% Debentures, the Company shall have the right, at any time during the term of the Series 5.375% Debentures, from time to time to extend the interest payment period for the of such Series 5.375% Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period (each, an the "Extended Interest Payment Period"), and at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred interest thereon at the rate of 9.255.375% per annum to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date redemption date of the Series 5.375% Debentures. (b) . During any such Extended Interest Payment Period the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock common stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or junior to the Debentures or make any guarantee payments with respect thereto; provided that the foregoing will not apply to such securities. (c) Notwithstanding Section 4.02(b) above, any stock dividends paid by the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital in Common Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series 5.375% Debentures on any Interest Payment Date to holders of record on the regular Record Date record date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debenturesperiods. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at At the end of each the Extended Interest Payment Period, Period the Company shall pay all interest accrued and unpaid on the Series 5.375% Debentures including any Compounded Interest which shall be payable to the holders of the Series 5.375% Debentures in whose names the Series 5.375% Debentures are registered in the Debenture Register register on the Record Date for such first record date after the end of the Extended Interest Payment DatePeriod.

Extension of Interest Payment Period. (a) SECTION 3.01. So long as no Event the Company is not in default in the payment of Default has occurred and is continuinginterest on the Series [ ]% Debentures, the Company shall have the right, at any time during the term of the Series [ ]% Debentures, from time to time to extend the interest payment period for of the Series [ ]% Debentures for up to a period not exceeding 20 consecutive quarterly interest periods with respect to each deferral period (each, an "Extended Interest Payment Period"); provided, and however, that at the end of which any such period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred accrued and unpaid interest at the rate of 9.25[ ]% per annum annum, to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided and provided, further that no an Extended Interest Payment Period may not extend beyond the Maturity Date or any Redemption Date maturity of the Series [ ]% Debentures. (b) . During any Extended Interest Payment Period Period, the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock common stock or preferred stock or make any other securities payments on guarantees with respect thereto; provided, however, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Company by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Company upon the redemption, exchange or conversion of any preferred stock of the Company similar as may be outstanding from time to time in accordance with the Preferred Securities terms of such preferred stock or (iiiii) make cash payments made by the Company in lieu of delivering fractional shares upon the redemption, exchange or conversion of any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities preferred stock of the Company ranking equally as may be outstanding from time to time in accordance with or junior to the Debentures or make any guarantee payments with respect to such securities. (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders terms of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series [ ]% Debentures on any Interest Payment Date to holders of record on the regular Record Date record date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such previous and further extensions thereof shall may not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debenturesperiods. Upon the termination of any 13 10 Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at At the end of each any Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures Series [ ]% Debentures, including any Compounded Interest, to the holders in whose names the Series [ ]% Debentures are registered on the Debenture Register on the regular record date for the first Interest Payment Date occurring at or after the end of the Extended Interest Payment Period. (a) So long as the Property Trustee is the sole record holder of the Series [ ]% Debentures, at the time the Company selects an Extended Interest Payment Period, the Company shall give both the Property Trustee and the Trustee written notice of its selection of such Extended Interest Payment Period at least one Business Day prior to the earlier of (i) the next succeeding date on which distributions on the Preferred Securities are payable and (ii) the date on which the Trust is required to give notice of the record or payment date for such distribution to the New York Stock Exchange (if the Preferred Securities are then listed thereon) or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than one Business Day prior to such record date. The Company shall be payable cause the Trust to give notice to the holders of the Preferred Securities of the Company's selection of such Extended Interest Payment Period. (b) If as a result of a Dissolution Event, Series [ ]% Debentures in whose names have been distributed to holders of Preferred Securities and Common Securities, at the time the Company selects an Extended Interest Payment Period, the Company shall give the holders of the Series [ ]% Debentures and the Trustee written notice of its selection of such Extended Interest Payment Period at least 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) the date the Company is required to give notice of the record or payment date for such interest payment to the New York Stock Exchange (if the Series [ ]% Debentures are registered then listed thereon) or other applicable self-regulatory organization or to holders of the Series [ ]% Debentures. SECTION 3.03. The calendar quarter in which any notice is given pursuant to Section 3.02 shall be counted as one of the 20 consecutive quarterly interest periods permitted in the Debenture Register on the Record Date for such maximum Extended Interest Payment DatePeriod permitted under this Article III.

Extension of Interest Payment Period. (a) So long as no Event of Default has occurred and is continuing, the The Company shall have the right, right at any time, and from time to time, during the term of the DebenturesSenior Deferrable Notes, from time to time to extend defer payments of interest by extending the interest payment period of such Senior Deferrable Notes for a period not extending, in the Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period aggregate, beyond the Maturity Date of the Senior Deferrable Notes (each, an the "Extended Interest Payment Extension Period"), during which Extension Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 2.8, will bear interest thereon at the rate of 9% until August 16, 2003, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extension Period ("Compounded Interest"). At the end of which period the Extension Period, the Company shall pay all interest accrued and unpaid thereon on the Senior Deferrable Notes and Compounded Interest (together with interest on such deferred interest at the rate of 9.25% per annum together, "Deferred Interest") that shall be payable to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date Holders of the Debentures. (b) Senior Deferrable Notes in whose names the Senior Deferrable Notes are registered in the Security Register on the first Record Date after the end of the Extension Period. During any Extended Interest Payment such Extension Period or an Event of Default, however, the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (iia) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or that rank junior to the Debentures Senior Deferrable Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such securities. guarantee ranks junior to the Senior Deferrable Notes in right of payment or (c) Notwithstanding Section 4.02(b) above, the Company may take declare or pay any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection on, or redeem, purchase, acquire or make a liquidation payment with a reclassification respect to, any of the Company's Capital Stock capital stock, except for or the exchange as a result of dividends or conversion of one series distributions in, or class of options, warrants or rights to subscribe for or purchase, the Company's Capital Stock for another series or class common stock; any declaration of a dividend in connection with the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debentures. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at the end of each Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures including any Compounded Interest which shall be payable to the holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for such Interest Payment Date.implementation

Extension of Interest Payment Period. (a) SECTION 3.01. So long as no Event the Company is not in default in the payment of Default has occurred and is continuinginterest on the Series 8.08% Debentures, the Company shall have the right, at any time during the term of the Series 8.08% Debentures, from time to time to extend the interest payment period for of the Series 8.08% Debentures for up to 20 a period not exceeding 60 consecutive quarterly monthly interest periods with respect to each deferral period (each, an "Extended Interest Payment Period"); PROVIDED, and HOWEVER, that at the end of which any such period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred accrued and unpaid interest at the rate of 9.258.08% per annum annum, to the extent permitted by applicable law, compounded quarterly monthly ("Compounded Interest")); provided and PROVIDED, FURTHER that no an Extended Interest Payment Period may not extend beyond the Maturity Date or any Redemption Date maturity of the Series 8.08% Debentures. (b) . During any Extended Interest Payment Period Period, the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock common stock or preferred stock or make any other securities payments on guarantees with respect thereto; PROVIDED, HOWEVER, that the foregoing restrictions shall not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Company by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Company upon the redemption, exchange or conversion of any preferred stock of the Company similar as may be outstanding from time to time in accordance with the Preferred Securities terms of such preferred stock or (iiiii) make cash payments made by the Company in lieu of delivering fractional shares upon the redemption, exchange or conversion of any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities preferred stock of the Company ranking equally as may be outstanding from time to time in accordance with or junior to the Debentures or make any guarantee payments with respect to such securities. (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders terms of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series 8.08% Debentures on any Interest Payment Date to holders of record on the regular Record Date record date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided PROVIDED that such Extended Interest Payment Period together with all such previous and further extensions thereof shall may not exceed 20 60 consecutive quarterly monthly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debenturesperiods. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at At the end of each any Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures Series 8.08% Debentures, including any Compounded Interest, to the holders in whose names the Series 8.08% Debentures are registered on the Debenture Register on the regular record date for the first Interest Payment Date occurring at or after the end of the Extended Interest Payment Period. (a) So long as the Property Trustee is the sole record holder of the Series 8.08% Debentures, at the time the Company selects an Extended Interest Payment Period, the Company shall give both the Property Trustee and the Trustee written notice of its selection of such Extended Interest Payment Period at least one Business Day prior to the earlier of (i) the next succeeding date on which distributions on the Preferred Securities are payable and (ii) the date on which the Trust is required to give notice of the record or payment date for such distribution to the New York Stock Exchange (if the Preferred Securities are then listed thereon) or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than one Business Day prior to such record date. The Company shall be payable cause the Trust to give notice to the holders of the Preferred Securities of the Company's selection of such Extended Interest Payment Period. (b) If as a result of a Dissolution Event, Series 8.08% Debentures in whose names have been distributed to holders of Preferred Securities and Common Securities, at the time the Company selects an Extended Interest Payment Period, the Company shall give the holders of the Series 8.08% Debentures and the Trustee written notice of its selection of such Extended Interest Payment Period at least 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) the date the Company is required to give notice of the record or payment date for such interest payment to the New York Stock Exchange (if the Series 8.08% Debentures are registered then listed thereon) or other applicable self-regulatory organization or to holders of the Series 8.08% Debentures. SECTION 3.03. The month in which any notice is given pursuant to Section 3.02 shall be counted as one of the 60 consecutive monthly interest periods permitted in the Debenture Register on the Record Date for such maximum Extended Interest Payment DatePeriod permitted under this Article III.

Extension of Interest Payment Period. (a) So long If specified as no Event contemplated by Section 3.1 with respect to the Securities of Default has occurred a particular series and is continuingsubject to the terms, conditions and covenants, if any, so specified, the Company shall have the right, at any time and from time to time during the term of such series, to defer the Debentures, from time to time to extend the payment of interest payment on such Securities for such period for the Debentures for up to 20 consecutive quarterly interest or periods with respect to each deferral period as may be specified as contemplated by Section 3.1 (each, an "Extended Interest Payment Extension Period"), and at during which Extension Periods the Company shall have the right to make no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a day other than an Interest Payment Date. At the end of which period any such Extension Period, the Company shall pay all interest then accrued and unpaid thereon on the Securities (together with interest on such deferred interest Additional Interest thereon, if any, at the rate specified for the Securities of 9.25% per annum such series to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date of the Debentures. (b) During any Extended Interest Payment Period the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or junior to the Debentures or make any guarantee payments with respect to such securities. (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Extension Period, the Company may pay all or any portion of further extend the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; payment period, provided that no Extension Period shall exceed the period or periods specified in such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods Securities or extend beyond the Stated Maturity Date or any Redemption Date of the Debenturesprincipal of such Securities. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, together with Compounded Interestdue on any Interest Payment Date, the Company may select elect to begin a new Extended Interest Payment Extension Period, subject to the foregoing above requirements. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. On The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the Interest Payment Date occurring at or, with respect to the end Securities of each Extended Interest Payment Perioda series issued to a QCH Capital Trust, prior to the Company shall pay all interest accrued and unpaid earlier of (i) the date the Distributions on the Debentures including Preferred Securities of such QCH Capital Trust are payable or (ii) the date the trustees of such QCH Capital Trust are required to give notice to any Compounded Interest which securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall be payable promptly give notice of the Company's election to begin any such Extension Period to the holders Holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for outstanding Securities of such Interest Payment Dateseries.

Extension of Interest Payment Period. (a) So long as no Event the Company is not in default in the payment of Default has occurred and is continuinginterest on the Series [ ]% Debentures, the Company shall have the right, at any time during the term of the Series [ ]% Debentures, from time to time to extend the interest payment period for the of such Series [ ]% Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period (each, an the "Extended Interest Payment Period"), and at the end of which period the Company shall pay all interest accrued and unpaid thereon (together with interest on such deferred interest thereon at the rate of 9.25[ ]% per annum to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date of the Debentures. (b) . During any such Extended Interest Payment Period the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay any dividends dividend on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock common stock or preferred stock or any other securities of the Company similar to the Preferred Securities or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally with or junior to the Debentures or make any guarantee payments with respect to such securities. thereto; provided that (ci) Notwithstanding Section 4.02(b) above, the Company may take pay accrued dividends (and cash in lieu of fractional shares) upon conversion of its Series E Mandatory Conversion Premium Dividend Preferred Stock or upon the conversion of any other preferred stock of the following actions during an Extended Interest Payment Period: (i) make any dividendCompany as may be outstanding from time to time, redemption, liquidation, interest, principal or guarantee payment by way in each case in accordance with the terms of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; stock and (ii) pay the foregoing will not apply to any stock dividends on its 8.00% redeemable convertible preferred stock, but only paid by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged. (d) . Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Series [ ]% Debentures on any Interest Payment Date to holders of record on the regular Record Date record date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided that such Extended Interest Payment Period together with all such further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debenturesperiods. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest then due, together with Compounded Interest, the Company may select a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On the Interest Payment Date occurring at At the end of each the Extended Interest Payment Period, Period the Company shall pay all interest accrued and unpaid on the Series [ ]% Debentures including any Compounded Interest which shall be payable to the holders of the Series [ ]% Debentures in whose names the Series [ ]% Debentures are registered in the Debenture Register register on the Record Date for such first record date after the end of the Extended Interest Payment DatePeriod.

Extension of Interest Payment Period. (a) So long as no Event of Default has occurred and is continuing, the The Company shall have the right, right at any time, and from time to time, during the term of the Debentures, from time to time to extend defer payments of interest by extending the interest payment period of such Debentures for a period not extending, in the aggregate, beyond the Maturity Date of the Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral period (each, an the "Extended Interest Payment Period"), during which Extended Interest Payment Period no interest shall be due and payable. The Company shall promptly notify the Trustee of any such extension of the interest payment period. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 4.1, will bear interest thereon at the rate of 6.45% until February 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment Period ("Compounded Interest"). At the end of which period the Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid thereon (on the Debentures, together with interest on such deferred interest at any expenses and taxes of the rate of 9.25% per annum Trust set forth in Section 5.1 hereof (as notified to the extent permitted Trustee by applicable lawthe Company) and Compounded Interest (together, compounded quarterly ("Compounded Deferred Interest")); provided ) that no shall be payable to the Holders of the Debentures in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest Payment Period may extend beyond the Maturity Date or Period; provided, however, that during any Redemption Date of the Debentures. (b) During any such Extended Interest Payment Period Period, (a) the Company shall not, and shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay dividends on or make any dividends ondistribution with respect to, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its Common Stock capital stock (other than (i) purchases or preferred acquisitions of capital stock or any other securities of the Company similar in connection with the satisfaction by the Company of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the Preferred Securities or date of such event requiring the Company to purchase capital stock of the Company, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan and the declaration thereunder of a dividend of rights in the future), (b) the Company shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Company ranking equally with or that rank junior to the Debentures or Debentures, and (c) the Company shall not make any guarantee payments with respect to such securities. the foregoing (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any other than payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; (v) purchase Common Stock issued under any of its benefit plans for its directors, officers or employees; (vi) distribute to holders of Common Stock the Company's shares of common stock of Agere Systems Inc.; (vii) make payments or distributions in connection with a reclassification of the Company's Capital Stock or the exchange or conversion of one series or class of the Company's Capital Stock for another series or class of the Company's Capital Stock; and (viii) acquire fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock Guarantee or the security being converted or exchanged. (d) Common Securities Guarantee). Prior to the termination of any such Extended Interest Payment Period, the Company may pay all or any portion of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; period, provided that such Extended Interest Payment Period period together with all such previous and further extensions thereof shall not exceed 20 consecutive quarterly interest periods or extend beyond the Maturity Date or any Redemption Date of the Debentures. The Company shall promptly notify the Trustee of each extension of an Extended Interest Payment Period. Upon the termination of any Extended Interest Payment Period and upon the payment of all accrued and unpaid interest Deferred Interest then due, together with Compounded Interest, the Company may select commence a new Extended Interest Payment Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Period, except at the end thereof. On , but the Company, at its option, may prepay on any Interest Payment Date occurring at all or any portion of the end interest accrued during the then elapsed portion of each an Extended Interest Payment Period, the Company shall pay all interest accrued and unpaid on the Debentures including any Compounded Interest which shall be payable to the holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for such Interest Payment Date.

Extension of Interest Payment Period. (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the DebenturesSecurities, from time to time to extend defer payments of interest by extending the interest payment period of such Securities for a period not exceeding 10 consecutive semi-annual periods, including the Debentures for up to 20 consecutive quarterly interest periods with respect to each deferral first such semi-annual period during such extension period (each, an as set forth in Section 16.02(c)) (the "Extended Interest Payment Extension Period"), during which Extension Period no interest shall be due and payable, provided, that no Extension Period may extend beyond the Stated Maturity. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 16.01, will bear interest thereon at the Coupon Rate compounded semi-annually for each semi-annual period of the Extension Period ("Compounded Interest"). At the end of which period the Extension Period, the Company shall pay all interest accrued and unpaid thereon on the Securities, including any Additional Sums and Compounded Interest (together with interest on such deferred interest at the rate of 9.25% per annum together, "Deferred Interest") that shall be payable to the extent permitted by applicable law, compounded quarterly ("Compounded Interest")); provided that no Extended Interest Payment Period may extend beyond the Maturity Date or any Redemption Date holders of the DebenturesSecurities in whose names the Securities are registered in the Security Register on the first record date immediately preceding the end of the Extension Period. (b) During any Extended Interest Payment Period such Extension Period, the Company shall may not, and shall cause its Subsidiariesmay not permit any Subsidiary to, other than the Trust, not to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a distribution or liquidation payment with respect to, any of its Common Stock or the Company's capital stock (which includes common and preferred stock or any other securities of the Company similar to the Preferred Securities or stock), (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company ranking equally (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such securities. guarantee ranks pari passu with or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the prepayment or repurchase of any such rights pursuant thereto, (c) Notwithstanding Section 4.02(b) above, the Company may take any of the following actions during an Extended Interest Payment Period: (i) make any dividend, redemption, liquidation, interest, principal or guarantee payment by way of securities, including Capital Stock, that rank equally with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; (ii) pay dividends on its 8.00% redeemable convertible preferred stock, but only by delivering shares of Common Stock to the transfer agent to be sold on behalf of the holders of such preferred stock; (iii) make any payments of interest on its convertible subordinated debentures issued in exchange for its 8.00% redeemable convertible preferred stock; (iv) make payments under the Guarantee Agreement; Capital Securities Guarantee, (vd) purchase Common Stock issued under any as a direct result of, and only to the extent necessary to avoid the issuance of its benefit plans for its directors, officers or employees; (vi) distribute to holders fractional shares of Common Stock the Company's shares of common capital stock of Agere Systems Inc.; (vii) make payments or distributions in connection with following, a reclassification of the Company's Capital Stock capital stock or the exchange or conversion of one class or series or class of the Company's Capital Stock capital stock for another class or series or class of the Company's Capital Stock; and capital stock, (viiie) acquire the purchase of fractional interests in shares of the Company's Capital Stock capital stock pursuant to the conversion or exchange provisions of such Capital Stock capital stock or the security being converted or exchanged., and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans). None of the Company's Subsidiaries will be prohibited from (dc) Prior to Before the termination of any such Extended Interest Payment Extension Period, and so long as no Event of Default has occurred and is continuing, the Company may pay all or any portion further defer payments of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the regular Record Date for by further extending such Interest Payment Date or from time to time further extend such Extended Interest Payment Period; provided period, provided, that such Extended Interest Payment Period period, together with all such previous and further extensions thereof within such Extension Period, shall not exceed 20 10 consecutive quarterly interest periods semi-annual periods, including the first such semi-annual period during such Extension Period, or extend beyond the Maturity Date or any Redemption Date of the DebenturesStated Maturity. Upon the termination of any Extended Interest Payment Extension Period and upon the payment of all accrued and unpaid interest Deferred Interest then due, together with Compounded Interest, the Company may select elect to commence a new Extended Interest Payment Extension Period, subject to the foregoing requirements. No interest shall be due and payable during an Extended Interest Payment Extension Period, except at the end thereof. On the Interest Payment Date occurring at the end of each Extended Interest Payment Period, but the Company shall pay may prepay at any time all or any portion of the interest accrued and unpaid on the Debentures including any Compounded Interest which shall be payable to the holders of the Debentures in whose names the Debentures are registered in the Debenture Register on the Record Date for such Interest Payment Dateduring an Extension Period.