Common use of Extension of Interest Payment Period Clause in Contracts

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law 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 ___% until __________ 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's Company capital stock, (ciii) 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, (div) 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 connection the future), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with any stockholders' rights plan, respect to the foregoing (other than payments pursuant to the Guarantee 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 Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin all or extend such Extension Period. The Trustee shall give notice any portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company or a Subsidiary of the Company) or make any guarantee payments with respect to the foregoing or foregoing; (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 Debentures; or (iii) enter into, amend or modify any contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Company that could require cash payments by the Company to such shareholders, unless the transaction in which such contract or amendment to or modification to such contract relates is entered into on an arm's length basis in the ordinary course of business (it being understood and agreed that for the purpose of this clause (iii) a transaction shall be conducted on an arm's length basis if such contract was approved by a committee of the Company's Independent Directors) (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a 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 (or any capital stock of a subsidiary Subsidiary of the Company) for any class or series of the Company's 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 indebtedness for any class or series of the Company's capital stock (or 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) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of a Subsidiary of the Company) pursuant to the conversion or exchange provisions of such 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Defaultthe Senior Notes, to defer payments of interest on the Debentures by extending the interest payment period on of such Senior Notes for a period not extending, in the Debentures at any time and from time to time during aggregate, beyond the term Maturity Date of the Debentures, for up to 20 consecutive quarterly periods Senior Notes (each such extended interest payment period, an the "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 To the extent permitted by law 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 ___% until November 16, 2002, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Senior Notes and Compounded Interest (together with Additional Interest thereon); providedtogether, -------- however, "Deferred Interest") that no shall be payable to the Holders of the Senior Notes in whose names the Senior Notes are registered in the Security Register on the first Record Date after the end of the Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during Period. During any such Extension PeriodPeriod or an Event of Default, however, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (iia) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Senior Notes in the right of payment issued by the Company, or (other than, b) make any guarantee payments with respect to clauses (i) any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (iic) abovedeclare or pay any dividends or distributions on, (a) repurchasesor redeem, redemptions purchase, acquire or other acquisitions of shares of capital stock make a liquidation payment with respect to, any of the Company Company's capital stock, except for or as a result of dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any employment contractsuch plan in the future, benefit plan or other similar arrangement with the redemption or for repurchase of any such rights pursuant thereto; a reclassification of the benefit Company's capital stock solely into shares of one or more employees, officers, directors classes or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with series of the issuance of Company's capital stock of or the Company (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 one class or series of the Company's capital stock (for or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any into another class or series of the Company's capital stock, (c) ; 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, (d) any declaration ; and the purchase of a dividend the Company's common stock in connection with any stockholders' rights plan, or the issuance Company's normal course issuer bid-purchases for the satisfaction by the Company of rights, stock or other property its obligations under any stockholdersbenefit plans for the Company and the Company's subsidiaries' rights plandirectors, officers or employees of the redemption or repurchase of rights pursuant thereto, (e) any Company's 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)reinvestment plans. Prior to the termination expiration of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Senior Notes. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which all or any portion of the interest on accrued during the Debentures would have been payable except for the election to begin or extend such then elapsed portion of an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company ------------------------------------- shall have the right, at any time, and 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, to defer payments of interest by extending the interest payment period for up to a period not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "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 -------------------- any such which Extension Period the Company shall pay all interest then accrued and unpaid on together with interest thereon compounded quarterly at the rate specified for the Debentures to the extent permitted by applicable law (together with Additional Interest thereon"Compound Interest"); providedprovided that, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period-------- Period or an extension period or other deferral of interest feature under any debt security of the Company that ranks pari passu with the Debentures, (a) the ---- ----- Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any to an of the Company's or such Affiliate's its capital stock and (other than payments of dividends or distributions to b) the Company) or make any guarantee payments with respect to the foregoing or (ii) Company shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem the Debentures or any debt securities of issued by the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 the Debentures; provided, however, that the ---- ----- -------- ------- foregoing restrictions do not apply to (i) any interest or dividend payment by the Company, where the interest or dividend is paid by way of the issuance of securities that rank junior to the Subordinated Debentures, (ii) any payments of interest, principal or premium, if any, on, or repayment, repurchase or redemption of, the Subordinated Notes and (iii) any cash payments or distributions with respect to, or redemptions, purchases or acquisitions of, or any payments in lieu liquidation of, the PERCS (including any of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guaranteeforegoing with respect to the guarantee agreement entered into by the Company for the benefit of the holders of the PERCS). Prior to the termination of any such Extension Period, the Company may further extend such defer payments of interest by extending the interest payment period; provided, provided however, that such period together with Extension Period, including all such -------- ------- previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Datequarters. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension PeriodPeriod for up to 20 consecutive quarters, subject to the foregoing requirementsterms set forth in this Section 4.01. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as no --------------------------------------- Acceleration ------------------------------------ Event of Default has shall have occurred and is be 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 DebenturesSecurities, from time to time, to defer the payment of interest on the Debt Securities for up to 20 consecutive quarterly periods quarters with respect to each deferred period (each such extended interest payment periodeach, an "Extension Period"), during which Extension Period ----------------- no Periods the Company shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on any Additional Sums that may be due and payable)Interest Payment Date. No Extension Period may shall 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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures Debt Securities (together with Additional Interest thereon, if any, at the annual rate of %, compounded quarterly, to the extent permitted by applicable law); , provided, -------- however, that no Extension Period may shall extend beyond the Stated Maturity Dateof the principal of the Debt Securities; provided ------- -------- provided, further, however, that during any such Extension Period, neither the Company nor the Guarantor shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem redeem, any debt securities of the Company or any Affiliate security issued by it that rank ranks pari passu in all respects with or junior in interest to the Debentures (other than, Securities or make any guarantee payments with respect to clauses any guaranty by the Company or the Guarantor of the debt securities of any Subsidiary of the Company or the Guarantor that by their terms rank pari passu with or junior in interest to the Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any stockholders' rights planthe implementation of a Rights Plan, or the issuance of rights, any Common Stock or any class or series of preferred stock of the Company or other property the Guarantor under any stockholders' rights plan, Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (ec) purchases of Common Stock related to the issuance of Common Stock under any dividend in of the form of stock, warrants, options or other rights where the dividend stock Company's or the stock issuable upon exercise of such warrantsGuarantor's benefit plans for their respective directors, options officers 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 Guaranteeemployees). Prior to the termination of any such Extension Period, the Company may further extend such the interest payment period. Notwithstanding any provision of this Supplemental Indenture No. 1 or the Indenture to the contrary, provided that such period together with all such previous and further consecutive extensions thereof no Extension Period shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateDate of the Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional InterestInterest then due, the Company may commence elect to begin a new Extension Period, subject to the foregoing requirementsrequirements hereof. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must shall give the Holders of the Securities and the Property Trustee, the Administrative Trustee and the Trustee notice of its election to begin or extend an any such Extension Period by the close of business at least 15 one Business Days Day prior to the Interest Payment Date with respect to earlier of (i) the next succeeding date on which interest Distributions on the Debentures Preferred Securities would have been payable except for the election to begin or extend such Extension PeriodPeriod or (ii) the date the Administrative Trustee is required to give notice to any 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 promptly give notice of the Company's election to begin a new any such Extension Period to the Securityholdersholders of the outstanding Securities, and pursuant to Section 8.2 of the Trust Agreement, within five Business Days following receipt of notice of the Company's election to defer the payment of interest on the Securities, the Administrative Trustee shall notify the holders of the Preferred Securities and the Property Trustee of such election.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- ------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and or is continuingcontinuing under the Indenture, 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 right at any time and from time to time during the term of the Debentures, from time to time, to defer the payment of interest on such Debentures for up to 20 consecutive quarterly periods a period not extending, in the aggregate, beyond the maturity date of the Debentures (each such extended interest payment period, an "Extension Period"), during which Extension Period ----------------- no Periods the Company shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on 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 -------------------- any such Extension Period which the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereonthereon to the extent permitted by applicable law); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- will not, and shall will not permit any Affiliate to Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's outstanding capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company or any Affiliate that rank ranks pari passu with or junior in all respects interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (b) as a result redemptions or purchases of any exchange rights pursuant to the Company's Rights Plan, or conversion any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of Stock under such plans in the future, (c) payments under any class or series Lincoln Guarantee (as defined in the Indenture), and (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's capital stock (benefit plans for its directors, officers or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Guaranteeemployees). Prior to the termination of any such Extension Period, the Company may further extend such the interest payment period, provided that such period together with all such previous and further consecutive extensions thereof no Extension Period shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Dateof the Debentures. Upon At the termination end of any an Extension Period and upon Period, the payment of Company shall pay all interest then accrued and unpaid (together with the interest thereon at the rate of __% until ________, 2001 and Additional Interest, at the Company may commence a new Extension Period, subject Reset Rate thereafter to the foregoing requirementsextent that payment of such interest is enforceable under applicable law). No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as no --------------------------------------- Acceleration Event of Default has shall have occurred and is be continuing, the Company Corporation shall have the right, at any time during the term of the Series A Securities, from time to time, and without causing an Event of Default, to defer payments the payment 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, Series A Securities for up to 20 consecutive quarterly periods quarters with respect to each deferred period (each such extended interest payment periodeach, an "Extension Period"), during which Extension Period ----------------- no Periods the Corporation shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on any Additional Sums that may be due and payable)Interest Payment Date. No Extension Period may shall (i) end on a date other than an Interest Payment Date. During an Extension Period, interest will continue Date or (ii) extend beyond the Stated Maturity of the principal of the Series A Securities (as shortened or extended pursuant 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"Section 2.4 hereof). At the end of -------------------- any such Extension Period the Company Corporation shall pay all interest then accrued and unpaid on the Debentures Series A Securities (together with Additional Interest thereon, if any, at the annual rate of 7.875%, compounded quarterly, to the extent permitted by applicable law); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during . (b) During any such Extension Period, the Company Corporation shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or stock, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem redeem, any debt securities of the Company or any Affiliate security issued by it that rank ranks pari passu in all respects with or junior in interest to the Debentures Series A Securities or (other than, iii) make any guarantee payments with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of any guaranty by the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Corporation that on which the dividend is being paid or ranks by its terms rank pari passu with or junior in interest to such the Series A Securities; provided, however, that the Corporation may (A) declare dividends in, or make distributions in, shares of its common stock, (B) purchase its common stock and if related to the issuance of its common stock under any cash payments in lieu of fractional shares issued in connection therewiththe Corporation's benefit plans for its directors, officers or employees, or (fC) payments declare dividends in connection with any stockholder's rights plan, issue its stock under the Capital Securities Guarantee). such plan or repurchase any rights distributed pursuant to such plan. (c) Prior to the termination of any Extension Period, the Company Corporation may further extend such the interest payment period. Notwithstanding any provision of this Supplemental Indenture No. 1 or the Subordinated Indenture to the contrary, provided that such period together with all such previous and further consecutive extensions thereof no Extension Period (as so extended) shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Stated Maturity Dateof the Series A Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional InterestInterest then due, the Company Corporation may commence elect to begin a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment requirements of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholdersthis Section 2.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "Extension PeriodEXTENSION 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 InterestADDITIONAL INTEREST"). At the end of -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); providedPROVIDED, -------- howeverHOWEVER, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- furtherPROVIDED FURTHER, howeverHOWEVER, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu PARI PASSU in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law 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 % until February 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's Company capital stock, (ciii) 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, (div) 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 declaration of rights outstanding under a dividend in connection with any stockholders' shareholder rights plan), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than payments pursuant to the Guarantee 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 Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin all or extend such Extension Period. The Trustee shall give notice any portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and or is continuingcontinuing under the Indenture, 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 right at any time and from time to time during the term of the Debentures, from time to time, to defer the payment of interest on such Debentures for up to 20 consecutive quarterly periods a period not extending, in the aggregate, beyond the maturity date of the Debentures (each such extended interest payment period, an "Extension Period"), during which Extension Period ----------------- no Periods the Company shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on 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 -------------------- any such Extension Period which the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereonthereon to the extent permitted by applicable law); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- will not, and shall will not permit any Affiliate to Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's outstanding capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Company or any Affiliate that rank ranks pari passu with or junior in all respects interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock distributions in Common Stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (b) as a result redemptions or purchases of any exchange rights pursuant to the Company's Rights Plan, or conversion any successor to such Rights Plan, and the declaration of a dividend of such rights or the issuance of Stock under such plans in the future, (c) payments under any class or series Lincoln Guarantee (as defined in the Indenture), and (d) purchases of Common Stock related to the issuance of Common Stock under any of the Company's capital stock (benefit plans for its directors, officers or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Guaranteeemployees). Prior to the termination of any such Extension Period, the Company may further extend such the interest payment period, provided that such period together with all such previous and further consecutive extensions thereof no Extension Period shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Dateof the Debentures. Upon At the termination end of any an Extension Period and upon Period, the payment of Company shall pay all interest then accrued and unpaid (together with the interest thereon at the rate of 6.40% until August 15, 2001 and Additional Interest, at the Company may commence a new Extension Period, subject Reset Rate thereafter to the foregoing requirementsextent that payment of such interest is enforceable under applicable law). No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the (a) The Company shall have the right, right at any time and from time to time, and without causing an Event of Defaultsubject to certain conditions, to defer payments of interest on the Debentures Capital Securities by extending the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, periods for up to 20 consecutive quarterly periods (each such extended interest payment periodeach, an "Extension Period"), during which Extension Period ----------------- no each not exceeding 10 consecutive semi-annual payment periods (all interest (including Additional Interest) that 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 DebenturesCapital Securities, 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 Periodincluding, to the extent permitted by law (such law, interest referred to on interest, during an Extension Period is herein as called "Additional Deferred Interest"). At the end of -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, Period (i) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of its Capital Stock (other than (a) as a result of an exchange or conversion of any class or series of the Company's Capital Stock or rights to acquire such Affiliatestock for any other class or series of the Company's capital stock Capital Stock or rights to acquire such stock, (other than payments b) 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, (c) dividends or distributions made on the Company's Capital Stock or rights to acquire such stock with the Company's Capital Stock or rights to acquire such stock or (d) purchases of Common Shares related to the issuance of Common Shares or rights or options under any of the Company) 's benefit plans for its directors, officers, employees or make other persons within the definition of "employee" under any guarantee payments with respect employee benefit plan of the Company, 21 17 or related to the foregoing issuance of Common Shares or rights under a dividend reinvestment plan or stock purchase plan), and (ii) the Company shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (excluding, for the avoidance of doubt, Senior Indebtedness, current payables, accrued liabilities, provisions for reclamation, mine closure and waste rock removal, and income and mining taxes payable, in respect of which such payments, repayments, repurchase and redemptions may be made) issued by the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of guarantee issued by the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultantsthat, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodeither case, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 rank 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)Securities. Prior to the termination of any Extension Period, the Company may further extend such perioddefer payments of interest by extending the interest payment period on the Capital Securities; provided, provided however, that such period together with further Extension Period, including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 10 consecutive quarterly periods, or semi-annual payment periods and may not extend beyond the Maturity Datematurity of the Capital Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Deferred Interest, the Company may commence a new Extension PeriodPeriod for up to 10 consecutive semi-annual payment periods, subject to the foregoing requirementsterms set forth in this section. No interest or Additional Interest shall be due and payable during During an Extension Period, interest on the Capital Securities will accrue at the rate of 12% per annum, compounded semi-annually, and holders of Capital Securities will be required to accrue interest income for United States Federal income tax purposes prior to receipt of cash related to such interest income. All interest accrued during an Extension Period shall be paid on the Interest Payment Date at the end of such Extension Period. No interest payments will be required to be made during an Extension Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. . (b) The Company must shall give the Trustee holders of the Capital Securities written notice of its election to begin or extend an initiation of any Extension Period by the close of business at least 15 ten Business Days prior to the earlier of (i) the next Interest Payment Date or (ii) the date upon which the Company is required to give notice to holders of the Capital Securities of the record date or 22 18 Interest Payment Date, in each such case with respect to interest payments the payment of which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholdersis being deferred.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Extension 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. Notwithstanding the foregoing sentence, a notice of election to commence a new Extension Period delivered to the Trustee after an Interest Payment Date on which the Company defaulted in the payment of interest but before the next succeeding Interest Payment Date occurs shall be deemed to be valid notice with the same effect as if it were delivered in accordance with the preceding sentence. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as ------------------------------------ no --------------------------------------- Acceleration 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, Series __ Securities to defer the payment of interest on the Securities for up to 20 consecutive quarterly periods (with respect to each such extended interest payment period, an "Extension Period"), during which Extension Period ----------------- Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date; provided, however that 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 extend beyond the Debentures, and interest on such accrued interest will accrue at an annual rate equal to Stated Maturity of 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")Series __ Securities. At the end of -------------------- any such Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Series __ Securities (together with Additional Interest thereon, if any, to the extent permitted by applicable law); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to will not, (i) -------- declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal or of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, Series __ Securities or make any ---- ----- guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any subsidiary of the Company, if such guarantee ranks pari passu ---- ----- with or junior in interest to the Series __ Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan under a Rights Plan or in connection with the implementation of a Rights Plan, the issuance of capital stock of the Company under a Rights Plan or the redemption or repurchase of any such rights distributed pursuant to a Rights Plan, (c) payments under the HL&P Guarantee and (d) 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, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (or securities convertible into or exercisable exchangeable for such capital common stock) as consideration in an acquisition transaction that was entered into prior to the applicable commencement of such Extension Period, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such perioddefer the payment of interest on the Series __ Securities, provided that such period together with all such previous and further consecutive extensions thereof no Extension -------- Period shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Stated Maturity Dateof the Series __ Securities. Upon the termination of any such Extension Period and upon the payment of all interest then accrued and unpaid interest and unpaid, including Additional Interest, if any, then due, the Company may commence elect to begin a new Extension Period, subject to the foregoing above requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must shall give the Property Trustee, the Administrative Trustees and the Trustee notice of its election to begin or extend an any such Extension Period by the close of business at least 15 one Business Days Day prior to the Interest Payment Date with respect to which interest earliest of (i) the date the Distributions on the Debentures Preferred Securities would have been payable except for the election to begin or extend such Extension Period, (ii) the date the Administrative Trustees are required to give notice to any securities exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system or to holders of such Series __ Securities of the record date for such Distributions or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin a new any such Extension Period to the Securityholdersholders of the outstanding Preferred Securities.

Extension of Interest Payment Period. So long (a) Unless as no --------------------------------------- Acceleration 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 DebenturesSecurities, to defer the payment of interest at any time or from time to time for up to 20 a period not exceeding 10 consecutive quarterly periods semi-annual periods, including the first such semi-annual period during such extension period (each such extended interest payment period, an the "Extension Period"), during which Extension Period ----------------- no interest (including Additional Interest) shall be due and payable (except any Additional Sums payable; provided that may be due and payable). No no Extension Period may end on a date other than an Interest Payment Dateextend beyond the Stated Maturity. 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 To the extent permitted by law applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 13.1, will bear interest thereon at 9 1/2% compounded semi-annually for each semi-annual period of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Securities, including any Compounded Interest that shall be payable to the holders of the Securities in whose names the Securities are registered in the Security Register on the first record date after the end of the Extension Period. Such deferment of payments of interest shall not be deemed an Event of Default. (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during b) During any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or Capital Stock, (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest right of payment to the Debentures Securities or (other than, iii) make any guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in right of payment to the Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of distributions in shares of capital stock or options, warrants or rights to subscribe for or purchase Capital Stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodGuarantee, (bd) as a result of any a reclassification of the Company's Capital Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) Capital Stock for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockCapital Stock, (ce) 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, (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 purchases or issuances of Capital Stock under any of the Capital Securities GuaranteeCompany's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended). Prior to . (c) Before the termination of any Extension Period, the Company may defer payments of interest by further extend extending such period, provided that such period period, together with all such previous and further consecutive extensions thereof within such Extension Period, shall not exceed 20 10 consecutive quarterly semi-annual periods, including the first such semi-annual period during such Extension Period, or extend beyond the Maturity DateDate of the Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestCompounded Interest then due, the Company may commence a new Extension Period, subject elect to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.commence

Extension of Interest Payment Period. SECTION 3.01. So long as no --------------------------------------- Acceleration 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, 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 Series __% Debentures, from time to time to extend the interest payment period of such Series __% Debentures for up to 20 60 consecutive quarterly 7 9 monthly interest periods (each such extended interest payment period, an the "Extension Extended Interest Payment 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 -------------------- any such Extension Period which period the Company shall pay all interest then accrued and unpaid on the Debentures thereon (together with Additional interest thereon at the rate of __% per annum to the extent permitted by applicable law, compounded monthly ("Compounded Interest")). During such Extended Interest thereon); provided, -------- however, that no Extension Payment Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company and the Guarantor shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions dividend on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing (other than (i) payments under the Preferred Securities Guarantee or the equivalent preferred securities guarantees respecting preferred securities of Aetna Capital Trust __, __ or __, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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 Guarantor's common stock in connection with the satisfaction by the Company or exchangedthe Guarantor, as the case may be, of its obligations under any employee benefit plan, (diii) stock repurchases in the open market, (iv) redemptions of any share purchase rights issued by the Company or the Guarantor or the declaration of a dividend in connection with any stockholders' rights plan, or the issuance of share purchase rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (ev) 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 accrued dividends (and any cash payments in lieu of fractional shares issued shares) upon the conversion of any preferred stock of the Company or the Guarantor as may be outstanding from time to time, in connection therewith, each case in accordance with the terms of such stock and (vi) stock dividends paid by the Company or (f) payments under the Capital Securities GuaranteeGuarantor or any dividends paid by the Company provided the Company is a direct or indirect wholly owned subsidiary of Guarantor). Prior to the termination of any Extension 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 for such Interest Payment Date or from time to time further extend such period, Period; provided that such period Period together with all such previous and further consecutive extensions thereof shall not exceed 20 60 consecutive quarterly monthly interest periods, or extend beyond the Maturity Date. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional then due, together with Compounded Interest, the Company may commence select a new Extension Extended Interest Payment Period, subject to the foregoing requirements. However, if the Company establishes a trust pursuant to Section 11.01(b) of the Indenture, it shall be permitted at the date of establishment to extend the interest payment period for only one Extended Interest Payment Period (including any Extended Interest Payment Period outstanding at the date of such establishment). No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof. At the end of the Extended Interest Payment 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 on the first record date after the end of the Extended Interest Payment Period. (a) So long as the Property Trustee is the legal owner and holder of record 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 one Business Day prior to the earlier of (i) the next succeeding 8 10 date on which distributions on the Preferred Securities are payable or (ii) the date Aetna Capital __ is required to give notice of the record date or the date such distributions are payable to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities, but each installment of interest that would otherwise have been due and payable during in any event not less than one Business Day prior to such Extension Period shall bear Additional Interest to the extent permitted by applicable lawrecord date. The Company must give the Trustee notice of its election shall cause Aetna Capital __ to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension of such Extended Interest Payment Period to the Securityholdersholders of the Preferred Securities. (b) If as a result of a Dissolution Event Series __% Debentures have been distributed to holders of Preferred Securities and Common Securities, at the time the Company elects an Extended Interest Payment Period, the Company shall give the holders of the Series __% Debentures and the Trustee written notice of its election 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 of such interest payment to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Series __% 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 months permitted in the maximum Extended Interest Payment Period permitted under this Article Three.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Defaultthe Senior Notes, to defer payments of interest on the Debentures by extending the interest payment period on of such Senior Notes for a period not extending, in the Debentures at any time and from time to time during aggregate, beyond the term Maturity Date of the Debentures, for up to 20 consecutive quarterly periods Senior Notes (each such extended interest payment period, an the "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 To the extent permitted by law 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 9.75% until November 16, 2002, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Senior Notes and Compounded Interest (together with Additional Interest thereon); providedtogether, -------- however, "Deferred Interest") that no shall be payable to the Holders of the Senior Notes in whose names the Senior Notes are registered in the Security Register on the first Regular Record Date after the end of the Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during Period. During any such Extension PeriodPeriod or an Event of Default, however, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (iia) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Senior Notes in the right of payment issued by the Company, or (other than, b) make any guarantee payments with respect to clauses any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, except for or as a result of (i) dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; (ii) above, (a) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Company a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any employment contractsuch plan in the future, benefit plan or other similar arrangement with the redemption or for repurchase of any such rights pursuant thereto; (iii) a reclassification of the benefit Company's capital stock solely into shares of one or more employees, officers, directors classes or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with series of the issuance of Company's capital stock of or the Company (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 one class or series of the Company's capital stock (for or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any into another class or series of the Company's capital stock, ; (civ) 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, ; and (dv) any declaration the purchase of a dividend the Company's common stock in connection with any stockholders' rights plan, or the issuance Company's normal course issuer bid-purchases for the satisfaction by the Company of rights, stock or other property its obligations under any stockholdersbenefit plans for the Company and the Company's subsidiaries' rights plandirectors, officers or employees or under any of the redemption or repurchase of rights pursuant thereto, (e) any Company's 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)reinvestment plans. Prior to the termination expiration of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Senior Notes. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which all or any portion of the interest on accrued during the Debentures would have been payable except for the election to begin or extend such then elapsed portion of an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the right, at any time, and 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, to defer payments of interest by extending the interest payment period for up to a period not exceeding 20 consecutive quarterly periods quarters (each such extended interest payment period, an "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 -------------------- any such which Extension Period the Company shall calculate and pay all interest then accrued and unpaid on together with interest thereon compounded quarterly at the rate specified for the Debentures to the extent permitted by applicable law (together with Additional Interest thereon"Compound Interest"); providedprovided that, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension PeriodPeriod or an extension period or other deferral of interest feature under any debt security of the Company that ranks pari passu with the Debentures, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay dividends on, make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any to an of the Company's or such Affiliate's its capital stock and (other than payments of dividends or distributions to b) the Company) or make any guarantee payments with respect to the foregoing or (ii) Company shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem the Debentures or any debt securities of issued by the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 the Debentures; provided, however, that the foregoing restrictions do not apply to (i) any interest or dividend payment by the Company, where the interest or dividend is paid by way of the issuance of securities that rank junior to the Debentures, (ii) any payments of interest, principal or premium, if any, on, or repayment, repurchase or redemption of, the Subordinated Notes and (iii) any cash payments or distributions with respect to, or redemptions, purchases or acquisitions of, or any payments in lieu liquidation of, the PERCS (including any of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guaranteeforegoing with respect to the guarantee agreement entered into by the Company for the benefit of the holders of the PERCS). Prior to the termination of any such Extension Period, the Company may further extend such defer payments of interest by extending the interest payment period; provided, provided however, that such period together with Extension Period, including all such previous and further consecutive extensions thereof shall extensions, may not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Datequarters. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interestamounts then due, the Company may commence a new Extension PeriodPeriod for up to 20 consecutive quarters, subject to the foregoing requirementsterms set forth in this Section 4.01. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no (a) The Company --------------------------------------- Acceleration Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of the Securities, from time to time, and without causing an Event of Default, to defer payments of interest on the Debentures by extending extend the interest payment period on the Debentures at any time and from time to time during the term of the Debentures, Securities for up to 20 consecutive quarterly periods quarters with respect to each deferred period (each such extended interest payment periodeach, an "Extension Period"), ) during which Extension Period ----------------- no periods the Company shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on 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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures thereon (together with Additional Interest thereon, if any, at the annual rate of 7.45% to the extent permitted by applicable law); , provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that -------- ------- during any such Extension Period, the Company shall not ------- ------- not, and shall cause any Subsidiary not permit any Affiliate to to, (i) declare or pay any dividends or distributions on, or - redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing stock, or (ii) make any payment of principal of or principal, interest or -- premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, Securities or make any guarantee ---- ----- payments with respect to clauses the foregoing (iother than (A) dividends or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital - distributions payable solely in common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bB) as a result redemptions or - purchases of any exchange or conversion of any class or series of rights pursuant to the Company's capital stock (Rights Plan, or any capital stock of a subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any stockholders' of such 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 stockfuture, 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 (fC) payments under the Capital Securities any Hartford Guarantee). Prior to the termination - of any such Extension Period, the Company may further extend such the interest payment period, provided that such period Extension Period together with all such -------- previous and further consecutive extensions thereof of such Extension Period shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity Dateof the Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional InterestInterest then due, the Company may commence select a new Extension Period, subject to the foregoing above requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must shall give the Holders of the Securities and the Property Trustee, the Administrative Trustees and the Trustee notice of its election to begin or extend an selection of such Extension Period by the close of business at least 15 one Business Days Day prior to the Interest Payment Date with respect to which interest earlier of (i) the date - the Distributions on the Debentures would have been Preferred Securities are payable except for or (ii) the election date the -- Administrative Trustees are required to begin give notice to the New York Stock Exchange or extend other applicable self-regulatory organization or to holders of such Extension PeriodPreferred 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 promptly give notice of the Company's election to begin a new selection of such Extension Period to the Securityholdersholders of the outstanding Preferred Securities.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's share capital or capital stock (other than payments of dividends or distributions to the Company or a Subsidiary of the Company) or make any guarantee payments with respect to the foregoing foregoing; or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock the Company or any Subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock shareholder share purchase plan or in connection with the issuance of share capital or capital stock of the Company or of such Subsidiary (or securities convertible into or exercisable for such share capital or 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 share capital stock (or any capital stock of a subsidiary Subsidiary of the Company) for any class or series of the Company's share 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 indebtedness for any class or series of the Company's share capital (or 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) the purchase of fractional interests in shares the Company's share capital (or the capital stock of a Subsidiary of the Company's capital stock ) pursuant to the conversion or exchange provisions of such share capital or capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholdersshareholders' rights plan, or the issuance of rights, stock or other property under any stockholdersshareholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of shares, stock, warrants, options or other rights where the bonus shares, dividend stock stock, shares or the stock issuable upon exercise of such warrants, options or other rights is are the same shares or stock as that those on which the dividend is being paid or ranks pari passu with or junior to such shares or 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 3.1, will bear interest thereon at the rate of __% until November 15, 2000, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures (together with Debentures, including any Additional Interest thereon)and Compounded Interest (together, "Deferred Interest") that 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; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's Company capital stock, (ciii) 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, (div) dividends or distributions in capital stock of the Company and (v) redemptions or purchases of any rights pursuant to the Rights Agreement or any successor to the Rights Agreement, and the declaration thereunder of a dividend of rights in connection the future), (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to the Debentures, and (c) the Company shall not make any guarantee payments with any stockholders' rights plan, respect to the foregoing (other than payments pursuant to the Guarantee 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 Common Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Datematurity date of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due and payable accrued during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Extended Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company or a Subsidiary of the Company) or make any guarantee payments with respect to the foregoing foregoing; or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a 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 reclassification, exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary Subsidiary of the Company) for any class or series of the Company's 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 indebtedness for any class or series of the Company's capital stock (or 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) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of a Subsidiary of the Company) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged or pursuant to a merger, consolidation or other business combination, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and from time to time, and without causing an Event during the term of Defaultthe Senior Notes, to defer payments of interest on the Debentures by extending the interest payment period on of such Senior Notes for a period not exceeding 20 consecutive quarters or extending beyond the Debentures at any time and from time to time during the term Maturity Date of the Debentures, for up to 20 consecutive quarterly periods Senior Notes (each such extended interest payment period, an the "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 To the extent permitted by law 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 ____% until August 18, 2000, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Senior Notes and Compounded Interest (together with Additional Interest thereon); providedtogether, -------- however, "Deferred Interest") that no shall be payable to the Holders of the Senior Notes in whose names the Senior Notes are registered in the Security Register on the first Regular Record Date after the end of the Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during Period. During any such Extension PeriodPeriod or an Event of Default, however, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (iia) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Senior Notes in the right of payment issued by the Company, or (other than, b) make any guarantee payments with respect to clauses any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Senior Notes in right of payment or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock, except for or as a result of (i) dividends or distributions in, or options, warrants or rights to subscribe for or purchase, the Company's common stock; (ii) above, (a) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Company a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of shares under any employment contractsuch plan in the future, benefit plan or other similar arrangement with the redemption or for repurchase of any such rights pursuant thereto; (iii) a reclassification of the benefit Company's capital stock solely into shares of one or more employees, officers, directors classes or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with series of the issuance of Company's capital stock of or the Company (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 one class or series of the Company's capital stock (for or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any into another class or series of the Company's capital stock, ; (civ) 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, ; and (dv) any declaration the purchase of a dividend the Company's common stock in connection with any stockholders' rights plan, or the issuance Company's normal course issuer bid-purchases for the satisfaction by the Company of rights, stock or other property its obligations under any stockholdersbenefit plans for the Company and the Company's subsidiaries' rights plandirectors, officers or employees or under any of the redemption or repurchase of rights pursuant thereto, (e) any Company's 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)reinvestment plans. Prior to the termination expiration of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity DateDate of the Senior Notes. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, Period except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which all or any portion of the interest on accrued during the Debentures would have been payable except for the election to begin or extend such then elapsed portion of an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as ------------------------------------ no --------------------------------------- Acceleration 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 DebenturesSeries __ Securities, from time to time, to defer the payment of interest on the Series __ Securities for up to 20 10 consecutive quarterly semi-annual periods (each such extended interest payment period, an "Extension Period")with respect to each, during which Extension Period ----------------- Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date; provided however that 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 extend beyond the Debentures, and interest on such accrued interest will accrue at an annual rate equal to Stated Maturity of 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")Series __ Securities. At the end of -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures Securities (together with Additional Interest thereon, if any, to the extent permitted by applicable law); , provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall will not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal or of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects ---- ----- with or junior in interest to the Debentures (other than, Series __ Securities or make any guarantee payments with respect to clauses any guarantee by the Company or the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior ---- ----- in interest to the Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan under a Rights Plan or in connection with the implementation of a Rights Plan, the issuance of capital stock of the Company under a Rights Plan or the redemption or repurchase of any such rights distributed pursuant to a Rights Plan, (c) payments under the HL&P Guarantee and (d) purchases of Common Stock or rights related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (or securities convertible into or exercisable exchangeable for such capital common stock) as consideration in an acquisition transaction that was entered into prior to the applicable commencement of such Extension Period, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such perioddefer the payment of interest on the Series __ Securities, provided that such period together with all such previous and further no Extension -------- Period shall exceed 10 consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, semi-annual periods or extend beyond the Stated Maturity Dateof the Series __ Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and unpaid, including Additional Interest, if any, then due, the Company may commence elect to begin a new Extension Period, subject to the foregoing above requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must shall give the Property Trustee, the Administrative Trustees and the Trustee notice of its election to begin or extend an any such Extension Period by the close of business at least 15 one Business Days Day prior to the Interest Payment Date with respect to which interest earliest of (i) the date the Distributions on the Debentures Capital Securities would have been payable except for the election to begin or extend such Extension Period, (ii) the date the Administrative Trustees are required to give notice to any securities exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system or to holders of such Capital Securities of the record date for such Distributions or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin a new any such Extension Period to the Securityholdersholders of the outstanding Capital Securities.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's share capital or such its Affiliate's capital stock (other than payments of dividends or distributions to the Company or a Subsidiary of the Company) or make any guarantee payments with respect to the foregoing foregoing; or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of or capital stock of the Company or any Subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock shareholder share purchase plan or in connection with the issuance of share capital or capital stock of the Company or of such Subsidiary (or securities convertible into or exercisable for such share capital or 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 share capital stock (or any capital stock of a subsidiary Subsidiary of the Company) for any class or series of the Company's share 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 indebtedness for any class or series of the Company's share capital (or 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) the purchase of fractional interests in shares the Company's share capital (or the capital stock of a Subsidiary of the Company's capital stock ) pursuant to the conversion or exchange provisions of such share capital or capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholdersshareholders' rights plan, or the issuance of rights, shares, stock or other property under any stockholdersshareholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of shares, stock, warrants, options or other rights where the bonus shares, dividend stock stock, shares or the stock issuable upon exercise of such warrants, options or other rights is are the same shares or stock as that those on which the dividend is being paid or ranks pari passu with or junior to such shares or 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration (a) Unless an 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 DebenturesSecurities, to defer the payment of interest at any time or from time to time for up to 20 a period not exceeding 10 consecutive quarterly periods semi-annual periods, including the first such semi-annual period during such extension period (each such extended interest payment period, an the "Extension Period"), during which Extension Period ----------------- no interest (including Additional Interest) shall be due and payable (except any Additional Sums payable; provided that may be due and payable). No no Extension Period may end on a date other than an Interest Payment Dateextend beyond the Stated Maturity. 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 To the extent permitted by law applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 13.1, will bear interest thereon at 10 3/4% compounded semi-annually for each semi-annual period of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Securities, including any Compounded Interest that shall be payable to the Holders of the Securities in whose names the Securities are registered in the Security Register on the first record date after the end of the Extension Period. Such deferment of payments of interest shall not be deemed an Event of Default. (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during b) During any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or Capital Stock, (ii) make any payment of principal of or and interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest right of payment to the Debentures Securities or (other than, iii) make any guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in right of payment to the Securities (i) or (ii) aboveexcluding, in each case, (a) repurchases, redemptions dividends or other acquisitions of distributions in shares of capital stock or options, warrants or rights to subscribe for or purchase Capital Stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, the issuance of capital stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodGuarantee, (bd) as a result of any a reclassification of the Company's Capital Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) Capital Stock for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockCapital Stock, (ce) 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, (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 purchases or issuances of Capital Stock under any of the Capital Securities GuaranteeCompany's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended). Prior to . (c) Before the termination of any Extension Period, the Company may defer payments of interest by further extend extending such period, provided that such period period, together with all such previous and further consecutive extensions thereof within such Extension Period, shall not exceed 20 ten consecutive quarterly semi-annual periods, including the first such semi-annual period during such Extension Period, or extend beyond the Maturity DateDate of the Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestCompounded Interest then due, the Company may elect to commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due and payable accrued during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such ------------------- Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, -------- ------- that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, -------- ------- however, that during any such Extension Period, the Company shall not ------- ------- and shall ------- not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari rankpari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.the

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company or a Subsidiary of the Company) or make any guarantee payments with respect to the foregoing foregoing; or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a 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 (or any capital stock of a subsidiary Subsidiary of the Company) for any class or series of the Company's 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 indebtedness for any class or series of the Company's capital stock (or 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) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of a Subsidiary) pursuant to the conversion or exchange provisions of such 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as no --------------------------------------- Acceleration 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 DebenturesSecurities, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Securities for a period not exceeding 10 consecutive semi-annual periods, an including the first such semi-annual period during such extension period (as set forth in Section 16.02(c)) (the "Extension Period"), during which Extension Period ----------------- no interest (including Additional Interest) shall be due and payable (except any Additional Sums payable, provided that may be due and payable). No no Extension Period may end on a date other than an Interest Payment Dateextend beyond the Stated Maturity. 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 To the extent permitted by law 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 -88- 97 compounded semi-annually for each semi-annual period of the Extension Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Securities, including any Additional Sums and Compounded Interest (together with Additional Interest thereon); providedtogether, -------- however, "Deferred Interest") that no shall be payable to the holders of the Securities in whose names the Securities are registered in the Security Register on the first record date immediately preceding the end of the Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during Period. (b) During any such Extension Period, the Company shall not ------- ------- may not, and shall may not permit any Affiliate to Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or which includes common and preferred stock), (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures Securities or (other than, iii) make any guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment to the Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of distributions in shares of capital or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the prepayment or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodrights pursuant thereto, (bc) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of any fractional shares of the Company's capital stock following, a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, (ce) 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, and (df) any declaration purchases of a dividend in connection with any stockholders' rights plan, or common stock related to the issuance of rights, common stock or other property rights 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election 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 declaring and paying cash distributions with respect to begin a new Extension Period its capital stock or from making payments with respect to the Securityholdersits debt securities.

Extension of Interest Payment Period. (a) So long as no --------------------------------------- Acceleration ------------------------------------ Event of Default has shall have occurred and is be 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 DebenturesDebt Securities, from time to time, to defer the payment of interest on the Debt Securities for up to 20 [20] consecutive quarterly periods quarters with respect to each deferred period (each such extended interest payment periodeach, an "Extension Period"), during which Extension Period ----------------- no Periods the Company shall have the right to make partial payments of interest (including Additional Interest) shall be due and payable (except on any Additional Sums that may be due and payable)Interest Payment Date. No Extension Period may shall 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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures Debt Securities (together with Additional Interest thereon, if any, at the annual rate of ____%, compounded quarterly, to the extent permitted by applicable law); , provided, -------- however, that no Extension Period may shall extend beyond the Maturity Dateof the principal of the Debt Securities; provided ------- -------- provided, further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem redeem, any debt securities of the Company or any Affiliate security issued by it that rank ranks pari passu in all respects with or junior in interest to the Debentures (other than, Debt Securities or make any guarantee payments with respect to clauses any guaranty by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debt Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any stockholders' rights planthe implementation of a Rights Plan, or the issuance of rights, any Common Stock or any class or series of preferred stock or other property of the Company under any stockholders' rights plan, Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (ec) purchases of Common Stock related to the issuance of Common Stock under any dividend in of the form of stockCompany's benefit plans for their respective directors, warrants, options officers 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 Guaranteeemployees). Prior to the termination of any such Extension Period, the Company may further extend such the interest payment period. Notwithstanding any provision of this Supplemental Indenture No. 1 or the Indenture to the contrary, provided that such period together with all such previous and further no Extension Period shall exceed [20] consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, quarters or extend beyond the Maturity Dateof the Debt Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional InterestInterest then due, the Company may commence elect to begin a new Extension Period, subject to the foregoing requirementsrequirements hereof. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must shall give the Holders of the Debt Securities and the Property Trustee, the Administrative Trustee and the Trustee notice of its election to begin or extend an any such Extension Period by the close of business at least 15 one Business Days Day prior to the Interest Payment Date with respect to earlier of (i) the next succeeding date on which interest Distributions on the Debentures Preferred Securities of ONEOK Capital Trust I would have been payable except for the election to begin or extend such Extension PeriodPeriod or (ii) the date the Administrative Trustee is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of ONEOK Capital Trust I 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 promptly give notice of the Company's election to begin a new or extend any such Extension Period to the Securityholdersholders of the outstanding Debt Securities, and pursuant to Section 8.2 of the Trust Agreement, within five Business Days following receipt of notice of the Company's election to defer the payment of interest on the Debt Securities, the Administrative Trustee shall notify the holders of the Preferred Securities of ONEOK Capital Trust I and the Property Trustee of such election.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the Company shall not ------- ------- and shall not permit any Affiliate of the Company controlled by the Company to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company or an Affiliate of the Company controlled by the Company) or make any guarantee payments with respect to the foregoing foregoing; or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company 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 (other than, with respect to clauses (i) or and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any Affiliate of the Company controlled by the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or of such Affiliate (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 (or any capital stock of a subsidiary an Affiliate of the Company controlled by the Company) for any class or series of the Company's capital stock (or in the case of an Affiliate of the Company controlled by the Company, any class or series of such Affiliate's capital stock) or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock (or in the case of indebtedness of an Affiliate of the Company controlled by the Company, of any class or series of such Affiliate's indebtedness for any class or series of such Affiliate's capital stock), (c) the purchase of fractional interests in shares of the Company's capital stock (or the capital stock of an Affiliate of the Company controlled by the Company) pursuant to the conversion or exchange provisions of such 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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such an Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such an Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. (a) So long as no --------------------------------------- Acceleration 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 DebenturesSecurities, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Securities for a period not exceeding 10 consecutive semi-annual periods, an including the first such semi-annual period during such extension period (as set forth in Section 16.02(c)) (the "Extension Period"), during which Extension Period ----------------- no interest (including Additional Interest) shall be due and payable (except any Additional Sums payable, provided that may be due and payable). No no Extension Period may end on a date other than an Interest Payment Dateextend beyond the Stated Maturity. 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 To the extent permitted by law 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 (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such the Extension Period Period, the Company shall pay all interest then accrued and unpaid on the Debentures Securities, including any Additional Sums and Compounded Interest (together with Additional Interest thereon); providedtogether, -------- however, "Deferred Interest") that no shall be payable to the holders of the Securities in whose names the Securities are registered in the Security Register on the first record date immediately preceding the end of the Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during Period. (b) During any such Extension Period, the Company shall not ------- ------- may not, and shall may not permit any Affiliate to Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or which includes common and preferred stock), (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures Securities or (other than, iii) make any guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment to the Securities (i) or (ii) above, other than (a) repurchases, redemptions dividends or other acquisitions of distributions in shares of capital or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company in connection with Company, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the prepayment or repurchase of the Company (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodrights pursuant thereto, (bc) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of any fractional shares of the Company's capital stock following, a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, (ce) 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, and (df) any declaration purchases of a dividend in connection with any stockholders' rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholders' rights planof the Company's benefit plans for its directors, officers or employees or any of the redemption or repurchase Company's dividend reinvestment plans). None of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend Company's Subsidiaries will be prohibited from declaring and paying cash distributions with respect to its capital 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 from making payments with or junior respect to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or its debt securities. (fc) payments under the Capital Securities Guarantee). Prior to Before the termination of any such Extension Period, the Company may further extend defer payments of interest by further extending such period, provided that such period period, together with all such previous and further consecutive extensions thereof within such Extension Period, shall not exceed 20 10 consecutive quarterly semi-annual periods, including the first such semi-annual period during such Extension Period, or extend beyond the Maturity DateStated Maturity. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may elect to commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due and payable accrued during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law 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 ___% until ___ 15, 2001, and at the Reset Rate thereafter 6 10 compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's Company capital stock, (ciii) 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, (div) 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 or the declaration thereunder 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 theretoin the future), (eb) the Company shall not make any dividend in payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by 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 Company that on which the dividend is being paid or ranks pari passu with or rank junior to such stock the Debentures, and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) other than payments under pursuant to the Capital Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin all or extend such Extension Period. The Trustee shall give notice any portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law 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 6.22% until May 15, 2001, and at the Reset Rate thereafter compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures, including any expenses and taxes of the Trust set forth in Section 5.1 hereof and Compounded Interest (together, "Deferred Interest") that shall be payable to the Holders of the Debentures (together with Additional in whose names the Debentures are registered in the Security Register on the first record date after the end of the Extended Interest thereon)Payment Period; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Extended Interest Payment Period, (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay dividends on or make any dividends or distributions ondistribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchases or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan plans or other similar arrangement with the satisfaction by the Company of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Company to purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's Company capital stock, (ciii) 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, (div) 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 or the declaration thereunder 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 theretoin the future), (eb) the Company shall not make any dividend in payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by 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 Company that on which the dividend is being paid or ranks pari passu with or rank junior to such stock the Debentures, and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) other than payments under pursuant to the Capital Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity DateDate of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of Company, at its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the option, may prepay on any Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin all or extend such Extension Period. The Trustee shall give notice any portion of the Company's election to begin a new Extension Period to interest accrued during the Securityholdersthen elapsed portion of an Extended Interest Payment Period.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration Event of Default has occurred and is continuing, the The Company shall have the rightright at any time, and 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, for up to 20 consecutive quarterly periods (each such extended defer payments of interest by extending the interest payment periodperiod of such Debentures for a period not extending, an in the aggregate, beyond the Maturity Date of the Debentures (the "Extension Extended Interest Payment Period"), during which Extension Extended Interest Payment 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 To the extent permitted by law applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 3.1, will bear interest thereon at the Coupon Rate compounded quarterly for each quarter of the Extended Interest Payment Period (such interest referred to herein as "Additional Compounded Interest"). At the end of -------------------- any such Extension Period the Extended Interest Payment Period, the Company shall pay all interest then accrued and unpaid on the Debentures (together with Debentures, including any Additional Interest thereon)and Compounded Interest (together, "Deferred Interest") that 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; provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, Extended Interest Payment Period (a) the Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's its capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) purchase or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or its Common Stock in connection with the issuance satisfaction by the Company of capital stock its obligations under any employee benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security requiring the Company to purchase shares of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCompany's Common Stock, (bii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any another class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (ciii) 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) or make any guarantee payments with respect to the foregoing), (db) the Company shall not make any declaration payment of a dividend in connection with interest, principal or premium, if any, on or repay, repurchase or redeem any stockholders' rights plan, or debt securities (including guarantees) issued by 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 Company that on which the dividend is being paid or ranks rank pari passu with or junior to such stock Debentures and (c) the Company shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (f) payments under other than pursuant to the Capital Preferred Securities Guarantee). Prior to the termination of any Extension Extended Interest Payment Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Datematurity date of the Debentures. Upon the termination of any Extension Extended Interest Payment Period and upon the payment of all accrued and unpaid interest and Additional InterestDeferred Interest then due, the Company may commence a new Extension Extended Interest Payment Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Extended Interest Payment Period, except at the end thereof, but each installment the Company may prepay at any time all or any portion of the interest that would otherwise have been due and payable accrued during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 Business Days prior to the Extended Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.

Extension of Interest Payment Period. So long as no --------------------------------------- Acceleration 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, for up to 20 consecutive quarterly periods (each such extended interest payment period, an "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 -------------------- any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided, -------- however, that no Extension Period may extend beyond the Maturity Date; provided ------- -------- further, however, that during any such Extension Period, the <PAGE> Company shall not ------- ------- and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (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 (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (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 Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest to the extent permitted by applicable law. The Company must give the Trustee notice of its election to begin or extend an Extension Period by the close of business at least 15 5 Business Days prior to the regular record date (as such term is used in Section 2.8) immediately preceding the Interest Payment Date with respect to which interest on the Debentures would have been payable except for the election to begin or extend such Extension Period. The Trustee shall give notice of the Company's election to begin a new Extension Period to the Securityholders.