Common use of Initial Remarketing Clause in Contracts

Initial Remarketing. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding August 17, 2004, without any instruction from any Holder of Income PRIDES, present the related Pledged Senior Notes to the Remarketing Agent for remarketing. Upon receiving such Pledged Senior Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Notes on such date at a price of approximately 100.5% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as the Remarketing Fee an amount not exceeding 25 basis points (.25%) of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess of the Treasury Portfolio Purchase Price, the Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agnet in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price to purchase from the Quotation Agent the Treasury Portfolio and promptly remit the remaining portion of such Proceeds to the Purchase Contract Agent for payment to the Holders of Income PRIDES. The Collateral Agent shall Transfer the Treasury Portfolio to the Collateral Account to secure the obligation of all Holders of Income PRIDES to purchase Common Stock of the Company under the Purchase Contracts constituting a part of such Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it had in respect of the Pledged Senior Notes as provided in Articles II, III, IV, V and VI, and any reference herein to the Senior Notes shall be deemed to be reference to such Treasury Portfolio, and any reference herein to interest on the Senior Notes shall be deemed to be a reference to distributions on such Treasury Portfolio.

Initial Remarketing. The Collateral Unless a Tax Event Redemption has occurred, the Company shall engage a nationally recognized investment bank (the “Remarketing Agent”) pursuant to the Remarketing Agreement to sell the Senior Notes on an Initial Remarketing Date selected by the Company (the “Initial Remarketing”). In order to facilitate the remarketing, the Agent shallshall notify, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding August 17an Initial Remarketing Date, 2004, without any instruction from any Holder the Remarketing Agent of Income PRIDES, present the related Pledged aggregate principal amount of Senior Notes to the Remarketing Agent for remarketingbe remarketed. Upon receiving such Pledged Senior NotesConcurrently, the Remarketing Collateral Agent, pursuant to the terms of the Remarketing Pledge Agreement, will present for remarketing such Senior Notes to the Remarketing Agent. Upon receipt of such notice from the Agent and such Senior Notes from the Collateral Agent, the Remarketing Agent will, on an Initial Remarketing Date, use its reasonable efforts to remarket such Pledged Senior Notes on such date at a price of approximately 100.5100.25% (but not less than 100%) of the Treasury Portfolio Purchase Price. After deducting as the Price plus a remarketing fee (“Remarketing Fee Fee”) which shall be (i) an amount not exceeding equal to 25 basis points (.250.25%) of the aggregate principal amount of the remarketed Senior Notes if the remarketed Senior Notes mature on or prior to February 17, 2010 or (ii) such other amount as agreed between the Company and the Remarketing Agent if the maturity date of the Senior Notes is otherwise extended on the Reset Date to a date after February 17, 2010. If the Remarketing Agent is able to remarket the Senior Notes at a price equal to or greater than 100% of the Treasury Portfolio Purchase Price from any amount of such Proceeds in excess (a “Successful Initial Remarketing”), the portion of the Treasury Portfolio Purchase Price, the proceeds from such Successful Initial Remarketing Agent will remit the entire amount of the Proceeds of such remarketing to the Collateral Agent on or prior to 12:00 p.m., New York City time, by check or wire transfer in immediately available funds at such place and at such account as may be designated by the Collateral Agnet in exchange for the Pledged Senior Notes. In the event the Collateral Agent receives such Proceeds, the Collateral Agent will, at the written direction of the Company, apply an amount equal to the Treasury Portfolio Purchase Price will be applied to purchase from the Quotation Agent Treasury Portfolio. Any proceeds in excess of those required to pay the Treasury Portfolio Purchase Price and promptly remit the remaining portion of such Proceeds Remarketing Fee will be remitted to the Purchase Contract Agent for payment to the Holders of the related Income PRIDES. Income PRIDES Holders whose Senior Notes are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. The Collateral Agent shall Transfer the Treasury Portfolio to will be substituted for the Collateral Account to secure the obligation Senior Notes of all Holders of Income PRIDES and will be pledged to purchase the Collateral Agent to secure the Income PRIDES Holders’ obligation to pay the Purchase Price for the Common Stock of the Company under the related Purchase Contracts constituting on the Purchase Contract Settlement Date. Following the occurrence of a part Successful Initial Remarketing, the Holders of such Income PRIDES, in substitution for the Pledged Senior Notes. Thereafter PRIDES and the Collateral Agent shall have such security interests, rights and obligations with respect to the Treasury Portfolio as it the Holder of Income PRIDES and the Collateral Agent had in respect of the Pledged Senior Notes Notes, as the case may be, subject to the Pledge thereof as provided in Articles II, III, IV, V and VIthe Pledge Agreement, and any reference herein or in the Certificates to the Senior Notes shall be deemed to be a reference to such Treasury Portfolio, Portfolio and any reference herein or in the Certificates to interest on the Senior Notes shall be deemed to be a reference to corresponding distributions on such the Treasury Portfolio. The Company may cause to be made in any Income PRIDES Certificates thereafter to be issued such change in phraseology and form (but not in substance) as may be appropriate to reflect the substitution of the Treasury Portfolio for Senior Notes as collateral. If, (1) in spite of using its reasonable efforts, the Remarketing Agent cannot remarket the related Senior Notes (other than to the Company) of such Holders of Income PRIDES at a price not less than 100% of the Treasury Portfolio Purchase Price or (2) a remarketing has not occurred because a condition precedent to the remarketing has not been fulfilled, in each case, the remarketing will be deemed to have failed, the Senior Notes will continue to be a component of the Income PRIDES and another Initial Remarketing may be attempted according to the procedures set forth in this Section 5.3. If the Remarketing Agent has failed to remarket the Senior Notes on up to five separate dates prior to the fifth Business Day preceding the Purchase Contract Settlement Date, this shall be referred to as a “Failed Initial Remarketing”. The Company will cause a notice of a Failed Initial Remarketing to be published in an Authorized Newspaper.