Thursday, April 29, 2010 12:08:53 PM
Holdings, as issuer of the subordinated debentures, will pay all fees and expenses related to the trust and the offering of the preferred securities.
Holdings, as borrower, will also pay all ongoing costs, expenses and liabilities of the trust, except obligations to make
distributions and other payments on the common and preferred securities.
The trust is being established for the following purposes only:
• to issue the preferred securities, which represent undivided beneficial ownership interests in the trust's assets, in exchange for Holdings'subordinated debentures;
• to issue the common securities to Holdings in a total liquidation amount equal to at least 3% of the trust's total capital in exchange for Holdings'subordinated debentures; and• to engage in activities that are directly related to these activities, such as registering the transfer of the preferred securities.
[if]Holdings fails to pay amounts that become due under the subordinated debentures or defaults under certain other circumstances described in "Description of the Junior Subordinated Debt Securities— Indenture Events of Default" beginning S-5 on page 20 of the accompanying prospectus. If Holdings fails to pay these amounts, the trust will be unable to make payments under the common securities until it satisfies its obligations under the preferred securities. See "Certain Terms of the Preferred Securities— Subordination of Common Securities" for further details. Holdings will acquire common securities in total liquidation amount equal to at least 3% of the total capital of the trust.
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