Exhibit 4.3


 


 


PLEDGE AGREEMENT


 


between


 


AFFILIATED MANAGERS GROUP,
INC.,


 


and


 


THE BANK OF NEW YORK


 


as Collateral Agent, Custodial Agent,


 


Purchase Contract Agent and Securities
Intermediary


 


 


Dated as of February 12, 2004


 
















 


	
  Table of Contents

  	
   

  
	
   

  	
  Page

  
	
  ARTICLE I

  Definitions

  	
   

  
	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II

  Pledge; Control and Perfection

  	
   

  
	
  Section 2.1

  	
  The Pledge

  	
  5

  
	
  Section 2.2

  	
  Control and Perfection

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  Distributions on Pledged Collateral

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV

  Substitution, Release, Repledge and Settlement of Senior Notes

  	
   

  
	
   

  	
   

  
	
  Section 4.1

  	
  Substitution for Senior Notes and the
  Creation of Growth PRIDES

  	
  9

  
	
  Section 4.2

  	
  Substitution of Treasury Securities and the
  Creation of Income PRIDES

  	
  10

  
	
  Section 4.3

  	
  Termination Event

  	
  11

  
	
  Section 4.4

  	
  Cash Settlement

  	
  11

  
	
  Section 4.5

  	
  Early Settlement

  	
  12

  
	
  Section 4.6

  	
  Application of Proceeds Settlement

  	
  12

  
	
   

  	
   

  
	
  ARTICLE V

  Voting Rights — Senior Notes

  	
   

  
	
   

  	
   

  
	
  Section 5.1

  	
  Voting Rights – Senior Notes

  	
  15

  
	
   

  	
   

  
	
  ARTICLE VI

  Rights and Remedies

  	
   

  
	
   

  	
   

  
	
  Section 6.1

  	
  Rights and Remedies of the Collateral Agent

  	
  15

  
	
  Section 6.2

  	
  Tax Event Redemption

  	
  16

  
	
  Section 6.3

  	
  Initial Remarketing

  	
  17

  
	
  Section 6.4

  	
  Substitutions

  	
  18

  
	
   

  	
   

  
	
  ARTICLE VII

  Representations and Warranties; Covenants

  	
   

  
	
   

  	
   

  
	
  Section 7.1

  	
  Representations and Warranties

  	
  18

  
	
  Section 7.2

  	
  Covenants

  	
  19

  
	
   

  	
   

  
	
  ARTICLE VIII

  The Collateral Agent

  	
   

  
	
   

  	
   

  
	
  Section 8.1

  	
  Appointment, Powers and Immunities

  	
  19

  
	
  Section 8.2

  	
  Instructions of the Company

  	
  20

  



 


i
















 


	
  Section 8.3

  	
  Reliance by Collateral Agent

  	
  20

  
	
  Section 8.4

  	
  Rights in Other Capacities

  	
  20

  
	
  Section 8.5

  	
  Non-Reliance on Collateral Agent

  	
  21

  
	
  Section 8.6

  	
  Compensation and Indemnity

  	
  21

  
	
  Section 8.7

  	
  Failure to Act

  	
  21

  
	
  Section 8.8

  	
  Resignation of Collateral Agent

  	
  22

  
	
  Section 8.9

  	
  Right to Appoint Agent or Advisor

  	
  23

  
	
  Section 8.10

  	
  Survival

  	
  23

  
	
  Section 8.11

  	
  Exculpation

  	
  23

  
	
   

  	
   

  
	
  ARTICLE IX

  Amendment

  	
   

  
	
   

  	
   

  
	
  Section 9.1

  	
  Amendment Without Consent of Holders

  	
  23

  
	
  Section 9.2

  	
  Amendment with Consent of Holders

  	
  24

  
	
  Section 9.3

  	
  Execution of Amendments

  	
  24

  
	
  Section 9.4

  	
  Effect of Amendments

  	
  24

  
	
  Section 9.5

  	
  Reference to Amendments

  	
  24

  
	
   

  	
   

  
	
  ARTICLE X

  Miscellaneous

  	
   

  
	
   

  	
   

  
	
  Section 10.1

  	
  No Waiver

  	
  25

  
	
  Section 10.2

  	
  GOVERNING LAW

  	
  25

  
	
  Section 10.3

  	
  Notices

  	
  25

  
	
  Section 10.4

  	
  Successors and Assigns

  	
  25

  
	
  Section 10.5

  	
  Counterparts

  	
  26

  
	
  Section 10.6

  	
  Severability

  	
  26

  
	
  Section 10.7

  	
  Expenses, Etc

  	
  26

  
	
  Section 10.8

  	
  Security Interest Absolute

  	
  26

  
	
  Section 10.9

  	
  Consent to Jurisdiction; Miscellaneous

  	
  26

  
	
  Section 10.10

  	
  Waiver of Immunities

  	
  27

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  A-1

  
	
  Instruction
  from Purchase Contract Agent to Collateral Agent

  	
  A-1

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  B-1

  
	
  Instruction to
  Purchase Contract Agent

  	
  B-1

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  C-1

  
	
  Instruction
  to Custodial Agent Regarding Remarketing

  	
  C-1

  
	
   

  	
   

  
	
  EXHIBIT D

  	
  D-1

  
	
  Instruction to Custodial Agent Regarding
  Withdrawal from Remarketing

  	
  D-1

  



 


ii
















 


PLEDGE AGREEMENT


 


PLEDGE AGREEMENT, dated as of
February 12, 2004 (this “Agreement”), among Affiliated Managers Group,
Inc., a corporation organized and existing under the laws of the State of Delaware
(the “Company”), The Bank of New York, a New York banking corporation, not
individually but solely as collateral agent (in such capacity, together with
its successors in such capacity, the “Collateral Agent”), as custodial agent
(in such capacity, together with its successors in such capacity, the
“Custodial Agent”), as “securities intermediary” as defined in
Section 8-102(a)(14) of the Code (as defined herein) (in such capacity,
together with its successors in such capacity, the “Securities Intermediary”),
and as purchase contract agent and as attorney-in-fact of the Holders (as
defined in the Purchase Contract Agreement) from time to time of the Securities
(as hereinafter defined) (in such capacity, together with its successors in
such capacity, the “Purchase Contract Agent”) under the Purchase Contract
Agreement (as herein after defined).


 


RECITALS


 


The Company and the Purchase
Contract Agent are parties to the Purchase Contract Agreement, dated as of the
date hereof (as modified and supplemented and in effect from time to time, the
“Purchase Contract Agreement”), pursuant to which there may be issued up to
250,000 PRIDES of the Company, having a stated amount of $1,000 (the “Stated
Amount”) per PRIDES.


 


The PRIDES will initially
consist of 250,000 units (referred to as “Income PRIDES”) with a face amount,
per Income PRIDES, equal to the Stated Amount. 
Each Income PRIDES will be comprised of (a) a stock purchase contract
(the “Purchase Contract”) under which (i) the holder will purchase from the Company
on February 17, 2008 (the “Purchase Contract Settlement Date”), a number
of shares of common stock, $0.01 par value per share (the “Common Stock”), of
the Company equal to the Settlement Rate (as defined below) and (ii) the
Company will pay certain Contract Adjustment Payments to the holders as
provided in the Purchase Contract Agreement, and (b) either beneficial
ownership of $1,000 principal amount of the Company’s 4.125% Senior Notes
initially due February 17, 2010 (each a “Senior Note”) issued pursuant to
an indenture, dated as of December 21, 2001, between the Company and
Wachovia Bank, National Association (as successor to First Union National
Bank), as trustee, as amended by a Replacement Trustee Agreement, by and
between The Bank of New York and the Company (collectively the “Base
Indenture”) as supplemented by a second supplemental indenture, to be dated
February 12, 2004 between The Bank of New York, as trustee (the “Trustee”)
and the Company (the “Second Supplemental Indenture” together with the Base
Indenture, the “Indenture”) or, following a Successful Initial Remarketing or a
Tax Event Redemption, the Portfolio Interests (as hereinafter defined).


 


As provided herein, holders of
Income PRIDES may substitute collateral in order to create units of Growth
PRIDES (“Growth PRIDES” and together, with the Income PRIDES, the
“Securities”).  Each Growth PRIDES so
created will be comprised of (a) a Purchase Contract under which (i) the holder
will purchase from the Company not later than the Purchase Contract Settlement
Date, for an amount in cash equal to the Stated Amount, a number of shares of
Common Stock equal to the Settlement Rate and (ii) the Company will pay certain
Contract Adjustment Payments to the holders as provided in the Purchase Contract
Agreement, and (b) an 


 
















 


undivided beneficial ownership interest in a zero-coupon
U.S. Treasury Security having a principal amount at maturity equal to the
aggregate principal amount of Senior Notes for which substitution is being made
and maturing on February 15, 2008 (the “Treasury Securities”).


 


Pursuant to the terms of the
Purchase Contract Agreement and the Purchase Contracts, the Holders, from time
to time, of the Securities have irrevocably authorized the Purchase Contract
Agent, as attorney-in-fact of such Holders, among other things, to execute and
deliver this Agreement on behalf of such Holders and to grant the pledge
provided hereby of the Senior Notes, any Applicable Ownership Interest in the
Treasury Portfolio (such securities (as defined in Section 8-102(a)(15) of
the Code) and Securities Entitlements, collectively, the “Portfolio Interests”)
and any Treasury Securities delivered in exchange or substitution therefor and
all cash and other proceeds thereof to secure each Holder’s obligations under
the related Purchase Contract, as provided herein and subject to the terms
hereof.  Upon such pledge, the Senior
Notes, the Portfolio Interests and the Treasury Securities will be beneficially
owned by the Holders but will be owned of record by the Purchase Contract Agent
subject to the Pledge hereunder.


 


Accordingly, the Company, the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Purchase Contract Agent, on its own behalf and as attorney-in-fact of the
Holders from time to time of the Securities, agree as follows:


 


ARTICLE I

Definitions


 


Section 1.1             Definitions.  For all purposes of this agreement, except as
otherwise expressly provided or unless the context otherwise requires:


 


(a)           the terms defined in this
Article have the meanings assigned to them in this Article and
include the plural as well as the singular;


 


(b)           the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision;


 


(c)           capitalized terms used but
not otherwise defined herein have the meanings assigned to such terms in the
Purchase Contract Agreement; and


 


(d)           terms used herein and
defined in Article 8 or 9 of the Code and not otherwise defined herein are
used herein as defined in Article 8 or 9 of the Code.


 


“Agreement” means this
instrument as originally executed or as it may from time to time be
supplemented or amended by one or more agreements supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Cash” means any coin or
currency of the United States as at the time shall be legal tender for payment
of public and private debts.


 


“Code” has the meaning
specified in Section 6.1 hereof.


 


2
















 


“Collateral” has the meaning
specified in Section 2.1 hereof.


 


“Collateral Account” means the
securities account (number •) maintained at The Bank of New York in the name The Bank of
New York, as Purchase Contract Agent on behalf of the holders of certain
securities of Affiliated Managers Group, Inc., Collateral Account subject to
the security interest of The Bank of New York, as Collateral Agent, for the
benefit of Affiliated Managers Group, Inc., as pledgee and any successor
account.


 


“Collateral Agent” has the
meaning specified in the first paragraph of this Agreement.


 


“Common Stock” has the meaning
specified in the Recitals.


 


“Company” means the Person
named as the “Company” in the first paragraph of this instrument until a
successor shall have become such, and thereafter “Company” shall mean such
successor.


 


“Custodial Agent” has the
meaning specified in the Recitals.


 


“Intermediary” means any
entity that in the ordinary course of its business maintains securities
accounts for others and is acting in that capacity.


 


“Other Senior Notes” means any
Senior Notes that are not Pledged Senior Notes.


 


“Permitted Investments” means
any one of the following which shall mature not later than the next succeeding
Business Day:  (i) any evidence of
indebtedness with an original maturity of 365 days or less issued, or directly
and fully guaranteed or insured, by the United States of America or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States of America is pledged in support thereof or such indebtedness
constitutes a general obligation of it); (ii) deposits, certificates of deposit
or acceptances with an original maturity of 365 days or less of any institution
which is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than US$200,000,000 at the time of
deposit; (iii) investments with an original maturity of 365 days or less of any
Person that are fully and unconditionally guaranteed by a bank of the type
referred to in clause (ii); (iv) investments in commercial paper, other than
commercial paper issued by the Company or its affiliates, of any corporation
incorporated under the laws of the United States or any State thereof, which
commercial paper has a rating at the time of purchase at least equal to “A-1”
by Standard & Poor’s Ratings Service, a Division of The McGraw-Hill
Companies, Inc. (“S&P”) or at least equal to “P-1” by Moody’s Investors
Service, Inc.  (“Moody’s”); and (v)
investments in money market funds registered under the Investment Company Act
of 1940, as amended, and rated in the highest applicable rating category by
S&P or Moody’s.


 


“Person” means any individual,
corporation, limited liability company, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Pledge” has the meaning
specified in Section 2.1 hereof.


 


“Pledged Senior Notes” has the
meaning specified in Section 2.1 hereof.


 


3
















 


“Pledged Treasury Securities”
has the meaning specified in Section 2.1 hereof.


 


“Proceeds” means all interest,
dividends, cash, instruments, securities, financial assets (as defined in
Section 8-102(a)(9) of the Code) and other property from time to time
received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of the Collateral or any proceeds thereof.


 


“Purchase Contract” has the
meaning specified in the Recitals.


 


“Purchase Contract Agent” has
the meaning specified in the first paragraph of this Agreement.


 


“Purchase Contract Agreement”
has the meaning specified in the Recitals.


 


“Purchase Contract Settlement
Date” has the meaning specified in the Recitals.


 


“Securities” has the meaning
specified in the Recitals.


 


“Securities Intermediary” has
the meaning specified in the first paragraph of this Agreement.


 


“Security Entitlement” has the
meaning set forth in Section 8-102(a)(17) of the
Code.


 


“Senior Notes” has the meaning
specified in the Recitals.


 


“Stated Amount” has the
meaning specified in the Recitals.


 


“Supplemental Remarketing
Agreement” means the Supplemental Remarketing Agreement attached as Exhibit A
to the Remarketing Agreement.


 


“Tax Event Redemption Date”
means the date upon which a Tax Event Redemption is to occur.


 


“TRADES” means the
Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve
Bank of New York pursuant to the TRADES Regulations.


 


“TRADES Regulations” means the
regulations of the United States Department of the Treasury, published at 31
C.F.R. Part 357, as amended from time to time. 
Unless otherwise defined herein, all terms defined in the TRADES
Regulations are used herein as therein defined.


 


“Transfer” means, with respect
to the Collateral and in accordance with the instructions of the Collateral
Agent, the Purchase Contract Agent or the Holder, as applicable:


 


(i)            in the case of Collateral consisting of securities
which cannot be delivered by book-entry or which the parties agree are to be
delivered in physical form, delivery in appropriate physical form to the
recipient accompanied by any duly executed instruments of transfer, assignments
in blank, transfer tax stamps and any other documents necessary to constitute a
legally valid transfer to the recipient; and


 


4
















 


(ii)           in the case of Collateral consisting of securities
maintained in book-entry form, by causing a “securities intermediary” (as
defined in Section 8-102(a)(14) of the Code) to (i) credit a “security
entitlement” (as defined in Section 8-102(a)(17) of the Code) with respect
to such securities to a “securities account” (as defined in
Section 8-501(a) of the Code) maintained by or on behalf of the recipient
and (ii) to issue a confirmation to the recipient with respect to such
credit.  In the case of Collateral to be
delivered to the Collateral Agent, the securities intermediary shall be the
Securities Intermediary and the securities account shall be the Collateral
Account.


 


“Treasury Security” has the
meaning specified in the Recitals.


 


“Trust” has the meaning
specified in the Recitals.


 


“Value” with respect to any
item of Collateral on any date means, as to (i) a Senior Note, the Stated
Amount, (ii) Cash, the face amount thereof and (iii) Treasury Securities and
Portfolio Interests, the aggregate principal amount thereof at maturity.


 


ARTICLE II

Pledge; Control and Perfection


 


Section 2.1             The Pledge.  The Holders from time to time acting through
the Purchase Contract Agent, as their attorney-in-fact, and the Purchase
Contract Agent, as such attorney-in-fact, hereby pledge and grant to the
Collateral Agent, for the benefit of the Company, as collateral security for
the performance when due by such Holders of their respective obligations under
the related Purchase Contracts, a security interest in all of the right, title
and interest of the Purchase Contract Agent and such Holders (a) in the Senior
Notes constituting a part of the Securities, and any Treasury Securities
delivered in exchange for any Senior Notes (or, if applicable, the Portfolio
Interests) in accordance with Section 4.1 hereof, and any Senior Notes
(or, if applicable, any Portfolio Interests) delivered in exchange for any
Treasury Securities, in accordance with Section 4.2 hereof, in each case
that have been Transferred to or received by the Collateral Agent and not
released by the Collateral Agent to such Holders under the provisions of this
Agreement; (b) in payments made by Holders pursuant to Section 4.4; (c) in
the Collateral Account and all securities, financial assets, Cash and other
property credited thereto and all Security Entitlements related thereto; (d) in
the Portfolio Interests and the Treasury Portfolio purchased on behalf of the Holders
of Income PRIDES by the Collateral Agent upon the occurrence of a Successful
Initial Remarketing or a Tax Event Redemption as provided in Article VI,
or otherwise; and (e) all Proceeds of the foregoing (all of the foregoing,
collectively, the “Collateral”).  Prior
to or concurrently with the execution and delivery of this Agreement, the
Purchase Contract Agent, on behalf of the initial Holders of the Securities,
shall cause the Senior Notes comprising a part of the Income PRIDES to be
Transferred to the Collateral Agent for the benefit of the Company.  Without limiting and in furtherance of the
foregoing, on such date, the Purchase Contract Agent on behalf of the Holders,
and as their attorney-in-fact, shall Transfer the Senior Note (as defined in the
Indenture) indorsed in blank or together with such powers indorsed in blank as
the Collateral Agent or the Company may request to the Collateral Agent, which
Transfer shall constitute delivery (as defined in Section 8-301 of the
Code) of the Senior Notes.  On any date
on which the Senior Note (or any other security 


 


5
















 


certificate (as defined in
Section 8-102(a)(16) of the Code) evidencing all or a portion or the
Pledged Senior Notes) shall be Transferred to a clearing corporation (as
defined in Section 8-102(a)(5) of the Code) (as contemplated in
Section 2.3 of the Second Supplemental Indenture) the Purchase Contract
Agent on behalf of the Holders, and as their attorney-in-fact, shall Transfer the
Senior Notes, or cause the Senior Notes to be Transferred, to the Collateral
Account maintained by the Collateral Agent at the Securities Intermediary by
book-entry transfer to the Collateral Account in accordance with applicable law
including, without limitation, the TRADES Regulations.  In the event a Holder of Income PRIDES so
elects, such Holder may Transfer Treasury Securities to the Collateral Agent
for the benefit of the Company in exchange for the release by the Collateral
Agent on behalf of the Company to the Purchase Contract Agent of Senior Notes
or Portfolio Interests, as the case may be, with a Stated Amount equal to the
aggregate principal amount of the Treasury Securities so Transferred, in the
case of the Senior Notes, or in the case of Portfolio Interests, equal to the
aggregate principal amount of the Treasury Securities so transferred.  In the event a Holder of Growth PRIDES so
elects, such Holder may Transfer Senior Notes or Portfolio Interests to the
Collateral Agent for the benefit of the Company in exchange for the release by
the Collateral Agent on behalf of the Company to the Purchase Contract Agent of
Treasury Securities with an aggregate principal amount at maturity equal to the
aggregate principal amount of the Senior Notes or such Portfolio Interests, so
transferred to the Purchase Contract Agent on behalf of such Holder.  Such Treasury Securities and Portfolio
Interests, as applicable, shall be Transferred to the Collateral Account
maintained by the Collateral Agent at the Securities Intermediary by book-entry
transfer to the Collateral Account in accordance with the TRADES Regulations
and other applicable law and by the notation by the Securities Intermediary on
its books that a Security Entitlement with respect to such Treasury Securities
or such Portfolio Interests has been credited to the Collateral Account.  For purposes of perfecting the Pledge under
applicable law, including, to the extent applicable, the TRADES Regulations or
the Uniform Commercial Code as adopted and in effect in any applicable
jurisdiction, the Collateral Agent shall be the agent of the Company as
provided herein.  The pledge provided in
this Section 2.1 is herein referred to as the “Pledge” and the Senior
Notes, the Treasury Securities and the Portfolio Interests subject to the
Pledge, excluding any Senior Notes that are delivered pursuant to
Section 6.4 hereof, Treasury Securities or Portfolio Interests released
from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are
hereinafter referred to as the “Pledged Senior Notes,” “Pledged Treasury
Securities” and the “Pledged Portfolio Interests,” respectively.  Subject to the Pledge and the provisions of
Section 2.2 hereof, the Holders from time to time shall have full
beneficial ownership of the Collateral. 
Whenever directed by the Collateral Agent acting on behalf of the
Company, the Securities Intermediary shall have the right to reregister the
Senior Notes or any other Securities held in physical form in its name.


 


Except as may be required in
order to release Senior Notes in connection with a Holder’s election to convert
its investment from an Income PRIDES to a Growth PRIDES, or except as otherwise
required to release Securities as specified herein, neither the Collateral
Agent nor the Securities Intermediary shall relinquish physical possession of
any security certificate evidencing a Senior Note prior to the termination of
this Agreement except Senior Notes may be held in any clearing corporation in
an account including only assets of customers of the Collateral Agent or
Securities Intermediary.  If it becomes
necessary for the Securities Intermediary to relinquish physical possession of
a security certificate in order to release a portion of the Pledged Senior
Notes evidenced thereby from the Pledge, the Securities Intermediary shall use
its best efforts to 


 


6
















 


obtain physical possession of a replacement security
certificate evidencing any Senior Notes remaining subject to the Pledge
hereunder registered to it or indorsed in blank within fifteen days of the date
it relinquished possession.  The
Securities Intermediary shall promptly notify the Company and the Collateral
Agent of the Securities Intermediary’s failure to obtain possession of any such
replacement certificate as required hereby.


 


Notwithstanding the foregoing,
the parties hereto, and the Holders of Securities by reason of their
acquisition of the Securities, agree, for United Stated federal income tax
purposes, to treat each Holder of Securities as the owner of that portion of
the Collateral which relates to the Securities beneficially owned by such
Holder.


 


Section 2.2             Control and
Perfection.  (a)  In connection with the Pledge granted in
Section 2.1, and subject to the other provisions of this Agreement, the
Holders from time to time acting through the Purchase Contract Agent, as their
attorney-in-fact, hereby authorize and direct the Securities Intermediary
(without the necessity of obtaining the further consent of the Purchase Contract
Agent or any of the Holders), and the Securities Intermediary agrees, to comply
with and follow any instructions and entitlement orders (as defined in
Section 8-102(a)(8) of the Code) that the Collateral Agent on behalf of
the Company may give in writing with respect to the Collateral Account, the
Collateral credited thereto and any Security Entitlements with respect to any
thereof.  Such instructions and
entitlement orders may, without limitation, direct the Securities Intermediary
to transfer, redeem, sell, liquidate, assign, deliver or otherwise dispose of
the Senior Notes, the Treasury Securities, the Portfolio Interests and any
Security Entitlements with respect thereto and to pay and deliver any income,
proceeds or other funds derived therefrom to the Company.  The Holders from time to time acting through
the Purchase Contract Agent hereby further authorize and direct the Collateral
Agent, as Agent of the Company, to itself issue instructions and entitlement
orders, and to otherwise take action, with respect to the Collateral Account,
the Collateral credited thereto and any Security Entitlements with respect
thereto, pursuant to the terms and provisions hereof, all without the necessity
of obtaining the further consent of the Purchase Contract Agent or any of the
Holders.  The Collateral Agent shall be
the agent of the Company and shall act as directed in writing by the
Company.  Without limiting the generality
of the foregoing, the Collateral Agent shall issue entitlement orders to the
Securities Intermediary when and as directed by the Company.


 


(b)           The
Securities Intermediary hereby confirms and agrees that:  (i) it is a Person that in the ordinary
course of business maintains securities accounts for others and is acting in
that capacity, (ii) all securities or other property underlying any financial
assets credited to the Collateral Account shall be registered in the name of
the Securities Intermediary, indorsed to the Securities Intermediary or in
blank or credited to another Collateral Account maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to the
Collateral Account be registered in the name of the Purchase Contract Agent,
the Collateral Agent, the Company or any Holder, payable to the order of, or
specially indorsed to, the Purchase Contract Agent, the Collateral Agent, the
Company or any Holder except to the extent the foregoing have been specially
indorsed to the Securities Intermediary or in blank; (iii) all property
delivered to the Securities Intermediary pursuant to this Pledge Agreement
(including, without limitation, any Senior Notes, the Portfolio Interests or
Treasury Securities) will be promptly credited to the Collateral Account; (iv)
the Collateral Account is an account to which financial assets are or may be
credited, and the Securities Intermediary shall, subject to the terms 


 


7
















 


of this Agreement, treat the Purchase Contract
Agent as entitled to exercise the rights of any financial asset credited to the
Collateral Account; (v) the Securities Intermediary has not entered into, and
until the termination of this Agreement will not enter into, any agreement with
any other person relating to the Collateral Account and/or any financial assets
credited thereto pursuant to which it has agreed to comply with entitlement
orders (as defined in Section 8-102(a)(8) of the Code) of such other
person; and (vi) the Securities Intermediary has not entered into, and until
the termination of this Agreement will not enter into, any agreement with the
Company, the Collateral Agent or the Purchase Contract Agent purporting to
limit or condition the obligation of the Securities Intermediary to comply with
entitlement orders as set forth in this Section 2.2 hereof.


 


(c)           The
Securities Intermediary hereby agrees that each item of property (whether
investment property, financial asset, security, instrument or cash) credited to
the Collateral Account shall be treated as a “financial asset” within the
meaning of Section 8-102(a)(9) of the Code.


 


(d)           In
the event of any conflict between this Agreement (or
any portion thereof) and any other agreement now existing or hereafter entered
into, the terms of this Agreement shall prevail.


 


(e)           The
Purchase Contract Agent hereby irrevocably constitutes and appoints the
Collateral Agent and the Company, with full power of substitution, as the
Purchase Contract Agent’s attorney-in-fact to take on behalf of, and in the
name, place and stead of the Purchase Contract Agent and the Holders, any
action necessary or desirable to perfect and to keep perfected the security
interest in the Collateral referred to in Section 2.1.  The grant of such power-of-attorney shall not
be deemed to require of the Collateral Agent any specific duties or obligations
not otherwise assumed by the Collateral Agent hereunder.


 


ARTICLE III

Distributions on Pledged Collateral


 


So long as the Purchase
Contract Agent is the owner of the Pledged Senior Notes and is acting in such
capacity, it shall receive all payments thereon.  If the Pledged Senior Notes are issued in
registered form (as defined in Section 8-102(a)(13) of the Code) or
thereafter reregistered, such that the Collateral Agent becomes the registered
holder, all payments of the Stated Amount, or interest payments on, the Pledged
Senior Notes or, if applicable, the Pledged Portfolio Interests, as the case
may be, and all payments of the principal of, or cash distributions on, any
Pledged Treasury Securities or Pledged Portfolio Interests received by the
Collateral Agent that are properly payable hereunder shall be paid by the
Collateral Agent by wire transfer in same day funds:


 


(i)            In the case of (A) interest payments with respect
to the Pledged Senior Notes or Pledged Portfolio Interests, as the case may be,
and (B) any payments of the Stated Amount or, if applicable, the principal
amount, with respect to any Senior Notes or Portfolio Interests, as the case
may be, that have been released from the Pledge pursuant to Section 4.1 or
Section 4.3 hereof, to the Purchase Contract Agent, for the benefit of the
relevant Holders of Securities, to 


 


8
















 


the account designated by the
Purchase Contract Agent for such purpose, no later than 2:00 p.m., New York
City time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent on
a day that is not a Business Day or after 12:30 p.m., New York City time, on a
Business Day, then such payment shall be made no later than 10:30 a.m., New
York City time, on the next succeeding Business Day);


 


(ii)           In the case of any principal payments with respect
to any Treasury Securities that have been released from the Pledge pursuant to
Section 4.2 or Section 4.3 hereof, to the Purchase Contract Agent for
the benefit of the Holders of the Growth PRIDES, to the accounts designated by
them in writing for such purpose no later than 2:00 p.m., New York City time,
on the Business Day such payment is received by the Collateral Agent (provided
that in the event such payment is received by the Collateral Agent on a day
that is not a Business Day or after 12:30 p.m., New York City time, on a
Business Day, then such payment shall be made no later than 10:30 a.m., New
York City time, on the next succeeding Business Day); and


 


(iii)          In the case of payments of the Stated Amount of any
Pledged Senior Notes or any Pledged Portfolio Interests, as the case may be, or
the principal of any Pledged Treasury Securities, to the Company on the
Purchase Contract Settlement Date in accordance with the procedure set forth in
Section 4.6(a) or 4.6(b) hereof, in full satisfaction of the respective
obligations of the Holders under the related Purchase Contracts and, to the extent
such Proceeds exceed the Purchase Price, to the Purchase Contract Agent for the
benefit of the Holders.


 


All payments received by the
Purchase Contract Agent as provided herein shall be applied by the Purchase
Contract Agent pursuant to the provisions of the Purchase Contract
Agreement.  If, notwithstanding the
foregoing, the Purchase Contract Agent shall receive any payments of the Stated
Amount on account of any Senior Note or, if applicable, any Portfolio Interest,
that, at the time of such payment, is a Pledged Senior Note or a Holder of a
Growth PRIDES shall receive any payments of principal on account of any
Treasury Securities that, at the time of such payment, are Pledged Treasury
Securities, the Purchase Contract Agent or such Holder shall hold the same as
trustee of an express trust for the benefit of the Company (and promptly
deliver the same over to the Company) for application to the obligations of the
Holders under the related Purchase Contracts, and the Holders shall acquire no
right, title or interest in any such payments of Stated Amount or principal so
received.


 


ARTICLE IV

Substitution, Release, Repledge and Settlement of Senior Notes


 


Section 4.1             Substitution
for Senior Notes and the Creation of Growth PRIDES.  At any time on or prior to the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (or on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing
has 


 


9
















 


occurred), a Holder of Income PRIDES shall have
the right to substitute Treasury Securities for the Pledged Senior Notes (or,
if a Tax Event Redemption or a Successful Initial Remarketing has occurred, the
appropriate Portfolio Interests) securing such Holder’s obligations under the
Purchase Contract(s) comprising a part of its Income PRIDES by (a) Transferring
to the Collateral Agent Treasury Securities having a Value equal to the
aggregate Stated Amount of the Pledged Senior Notes (or appropriate Portfolio
Interests, as the case may be), to be released and (b) delivering the related
Income PRIDES to the Purchase Contract Agent, accompanied by a notice,
substantially in the form of Exhibit B hereto, to the Purchase Contract Agent
stating that such Holder has Transferred Treasury Securities to the Collateral
Agent pursuant to clause (a) above (stating the Value of the Treasury
Securities Transferred by such Holder) and requesting that the Purchase
Contract Agent instruct the Collateral Agent to release from the Pledge the
Pledged Senior Notes or the appropriate Portfolio Interests, as the case may
be, related to such Income PRIDES.  The
Purchase Contract Agent shall instruct the Collateral Agent in the form provided
in Exhibit A; provided, however, that if a Tax Event Redemption or a Successful
Initial Remarketing has occurred and the Portfolio Interests have become a
component of the Income PRIDES, Holders of Income PRIDES may make such
substitution at any time on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date.  Upon receipt of Treasury Securities from a
Holder of Income PRIDES and the related instruction from the Purchase Contract
Agent, the Collateral Agent shall release the Pledged Senior Notes or the
Pledged Portfolio Interests, as the case may be, and shall promptly Transfer
such Pledged Senior Notes or the appropriate Portfolio Interests, as the case
may be, free and clear of any lien, pledge or security interest created hereby,
to the Purchase Contract Agent.  All
items Transferred and/or substituted by any Holder pursuant to this
Section 4.1, Section 4.2 or any other Section of this Agreement
shall be Transferred and/or substituted free and clear of all liens, claims and
encumbrances.


 


Section 4.2             Substitution
of Treasury Securities and the Creation of Income PRIDES.  At any time on or prior to the fifth Business
Day immediately preceding the Purchase Contract Settlement Date (or on or prior
to the second Business Day immediately preceding the Purchase Contract
Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing
has occurred), a Holder of Growth PRIDES shall have the right to reestablish
Income PRIDES consisting of the Purchase Contracts and Senior Notes by (a)
Transferring to the Collateral Agent Senior Notes having a Value equal to the
Value of the Pledged Treasury Securities to be released (or the appropriate
Portfolio Interests having a Value equal to the Value of the Pledged Treasury
Securities to be released) and (b) delivering the related Growth PRIDES to
the Purchase Contract Agent, accompanied by a notice, substantially in the form
of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder
has transferred the relevant amount of Senior Notes (or the appropriate
Portfolio Interests, as the case may be) to the Collateral Agent pursuant to
clause (a) above and requesting that the Purchase Contract Agent instruct the
Collateral Agent to release from the Pledge the Pledged Treasury Securities
related to such Growth PRIDES.  The
Purchase Contract Agent shall instruct the Collateral Agent in the form
provided in Exhibit A; provided, however, that if a Tax Event Redemption or a
Successful Initial Remarketing has occurred and the Treasury Portfolio has
become a component of the Income PRIDES, Holders of Growth PRIDES may make such
substitution at any time on or prior to the second Business Day immediately
preceding the Purchase Contract Settlement Date.  Upon receipt of the Senior Notes or the
Portfolio Interests as the case may be, from such Holder and the instruction
from the Purchase Contract Agent, the Collateral Agent shall release the
Treasury Securities having a 


 


10
















 


corresponding aggregate
principal amount from the Pledge and shall promptly Transfer such Treasury
Securities, free and clear of any lien, pledge or security interest created
hereby, to the Purchase Contract Agent.


 


Section 4.3             Termination
Event.  Upon receipt by the
Collateral Agent of written notice from the Company or the Purchase Contract
Agent that there has occurred a Termination Event, the Collateral Agent shall
release all Collateral from the Pledge and shall promptly Transfer any Pledged
Senior Notes (or Portfolio Interests if a Tax Event Redemption or a Successful
Initial Remarketing has occurred) and Pledged Treasury Securities to the
Purchase Contract Agent for the benefit of the Holders of the Income PRIDES and
the Growth PRIDES, respectively, free and clear of any lien, pledge or security
interest or other interest created hereby.


 


If such Termination Event
shall result from the Company’s becoming a debtor under any applicable uniform
bankruptcy laws, and if the Collateral Agent shall for any reason fail promptly
to effectuate the release and Transfer of all Pledged Senior Notes, the Pledged
Portfolio Interests or of the Pledged Treasury Securities, as the case may be,
as provided by this Section 4.3, the Purchase Contract Agent shall (i) use
its best efforts to obtain an opinion of a recognized law firm practicing law
in the applicable jurisdiction to the effect that, as a result of the Company’s
being the debtor in such a bankruptcy case, the Collateral Agent will not be
prohibited from releasing or Transferring the Collateral as provided in this
Section 4.3, and shall deliver such opinion to the Collateral Agent within
ten days after the occurrence of such Termination Event, and if (y) the
Purchase Contract Agent shall be unable to obtain such opinion within ten days
after the occurrence of such Termination Event or (z) the Collateral Agent
shall continue, after delivery of such opinion, to refuse to effectuate the
release and Transfer of all Pledged Senior Notes, the Pledged Portfolio
Interests or the Pledged Treasury Securities, as the case may be, as provided
in this Section 4.3, then the Purchase Contract Agent shall within fifteen
days after the occurrence of such Termination Event commence an action or
proceeding in the court with jurisdiction of the Company’s case under any such
applicable bankruptcy laws seeking an order requiring the Collateral Agent to
effectuate the release and transfer of all Pledged Senior Notes, the Pledged
Portfolio Interests or of the Pledged Treasury Securities, as the case may be,
as provided by this Section 4.3 or (ii) commence an action or proceeding
like that described in subsection (i)(z) hereof within ten days after the
occurrence of such Termination Event.


 


Section 4.4             Cash
Settlement.  (a) Upon receipt
by the Collateral Agent of (i) a notice from the Purchase Contract Agent
promptly after the receipt by the Purchase Contract Agent of such notice that a
Holder of an Income PRIDES or Growth PRIDES has elected, in accordance with the
procedures specified in Section 5.3(a)(i) or (d)(i) of the Purchase
Contract Agreement, respectively, to settle its Purchase Contract with Cash and
(ii) payment of the amount required to settle such contract by such Holder on
or prior to 11:00 a.m., New York City time, on the Business Day immediately
preceding the Purchase Contract Settlement Date in lawful money of the United
States by certified or cashiers’ check or wire transfer in immediately
available funds payable to or upon the order of the Company, then the
Collateral Agent shall promptly invest any Cash received from a Holder in
connection with a Cash Settlement in Permitted Investments.  Upon receipt of the proceeds upon the
maturity of the Permitted Investments on the Purchase Contract Settlement Date,
the Collateral Agent shall pay the portion of such proceeds and deliver any
certified or cashiers’ checks received and any funds so wired, in an aggregate
amount equal 


 


11
















 


to the Purchase Price, to the Company on the
Purchase Contract Settlement Date, and shall distribute any funds in respect of
the interest earned from the Permitted Investments to the Purchase Contract
Agent for payment to the relevant Holder.


 


(b)           If
neither a Tax Event Redemption or a Successful Initial Remarketing has
occurred, and a Holder of an Income PRIDES fails to notify the Purchase
Contract Agent of its intention to make a Cash Settlement in accordance with
Section 5.3(a)(i) of the Purchase Contract Agreement, such failure shall
constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Holder shall be deemed to have consented to the disposition
of the Pledged Senior Notes pursuant to the remarketing as described in
Section 5.3(b) of the Purchase Contract Agreement, which is incorporated
herein by reference.  If a Holder of an
Income PRIDES does notify the Purchase Contract Agent as provided in
Section 5.3(a)(i) of the Purchase Contract Agreement of its intention to
pay the Purchase Price in cash, but fails to make such payment as required by
Section 5.3(a)(ii) of the Purchase Contract Agreement, such failure will
constitute an event of default under the Purchase Contract Agreement and
hereunder, and the Senior Notes of such a Holder will not be remarketed but
instead the Collateral Agent, for the benefit of the Company, will exercise its
rights as a secured party with respect to such Senior Notes at the written
direction of the Company to retain or dispose of the Collateral in accordance
with applicable law.  In addition, in the
event of a Failed Final Remarketing as described in Section 5.3(b) of the
Purchase Contract Agreement, such Failed Final Remarketing shall constitute an
event of default hereunder by such Holder and the Collateral Agent, for the
benefit of the Company, will also exercise its rights as a secured party with
respect to such Senior Notes at the written direction of the Company to retain
or dispose of the Collateral in accordance with applicable law.


 


(c)           If
a Holder of a Growth PRIDES (unless a Tax Event Redemption or a Successful
Initial Remarketing has occurred) fails to notify the Purchase Contract Agent
of such Holder’s intention to make a Cash Settlement in accordance with
Section 5.3(d)(i) of the Purchase Contract Agreement, or if a Holder of a Growth
PRIDES does notify the Purchase Contract Agent as provided in paragraph
5.3(d)(i) of the Purchase Contract Agreement of its intention to pay the
Purchase Price in cash, but fails to make such payment as required by paragraph
5.3(d)(ii) of the Purchase Contract Agreement, such failure shall constitute an
event of default hereunder by such Holder and upon the maturity of any Pledged
Treasury Securities, if any, held by the Collateral Agent on the Business Day
immediately preceding the Purchase Contract Settlement Date, the principal
amount at maturity of the Pledged Treasury Securities or the Pledged Portfolio
Interests, received by the Collateral Agent shall, upon written direction of
the Company, be invested promptly in any Permitted Investments.  On the Purchase Contract Settlement Date, an
amount equal to the Purchase Price will be remitted to the Company as payment
thereof.  In the event the sum of the
proceeds from the related Pledged Treasury Securities and the investment
earnings earned from such investments is in excess of the aggregate Purchase
Price of the Purchase Contracts being settled thereby, the Collateral Agent
will distribute such excess to the Purchase Contract Agent for the benefit of
the Holder of the related Growth PRIDES or Income PRIDES when received.


 


Section 4.5             Early Settlement.  Upon
written notice to the Collateral Agent by the Purchase Contract Agent that one
or more Holders of Securities have elected to effect Early Settlement, Early
Settlement upon Cash Merger or Early Settlement upon Significant Corporate 


 


12
















 


Action of their respective obligations under the
Purchase Contracts forming a part of such Securities in accordance with the
terms of the Purchase Contracts and the Purchase Contract Agreement (setting
forth the number of such Purchase Contracts as to which such Holders have
elected to effect such early settlement), and that the Purchase Contract Agent
has received from such Holders, and paid to the Company as confirmed in writing
by the Company, the related Early Settlement Amounts pursuant to the terms of
the Purchase Contracts and the Purchase Contract Agreement and that all
conditions to such Early Settlement, Early Settlement upon Cash Merger or Early
Settlement upon Significant Corporate Action, as the case may be, have been
satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged
Senior Notes or the Pledged Portfolio Interests, as the case may be, in the
case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the
case of a Holder of Growth PRIDES, as the case may be, with a principal amount
at maturity equal to the product of (i) the Stated Amount times (ii) the number
of such Purchase Contracts as to which such Holders have elected to effect
Early Settlement and shall Transfer all such Pledged Senior Notes, the Pledged
Portfolio Interests, or Pledged Treasury Securities, as the case may be, free
and clear of the Pledge created hereby, to the Purchase Contract Agent for the
benefit of the Holders.


 


Section 4.6             Application
of Proceeds Settlement.  (a)
In the event a Holder of Income PRIDES (unless a Tax Event Redemption or a
Successful Initial Remarketing has occurred) has not elected to make an
effective Cash Settlement by notifying the Purchase Contract Agent in the
manner provided for in paragraph 5.3(a)(i) in the Purchase Contract Agreement
or has not made an Early Settlement of the Purchase Contract(s) underlying its
Income PRIDES, such Holder shall be deemed to have elected to pay for the
Common Stock to be issued under such Purchase Contract(s) from the Proceeds of
the related Pledged Senior Notes.  The
Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth
Business Day immediately preceding the Purchase Contract Settlement Date,
without any instruction from such 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 and the
Supplemental Remarketing Agreement, will use its reasonable efforts to remarket
such Pledged Senior Notes on such date at a price not less than approximately
100.25% of the aggregate Value of such Pledged Senior Notes, plus (i) accrued
and unpaid interest, if any, thereon and (ii) the applicable Remarketing
Fee.  After deducting the Remarketing Fee
from any amount of such Proceeds in excess of the aggregate Value, plus such
accrued and unpaid interest on the remarketed Pledged Senior Notes, the
Remarketing Agent will remit the entire amount of the Proceeds of such
remarketing to the Collateral Agent.  On
the Purchase Contract Settlement Date, the Collateral Agent shall apply that
portion of the Proceeds from such remarketing equal to the aggregate Value,
plus such accrued and unpaid interest on such Pledged Senior Notes, to satisfy
in full the obligations of such Holders of Income PRIDES to pay the Purchase
Price to purchase the Common Stock under the related Purchase Contracts.  The remaining portion of such Proceeds, if
any, shall be distributed by the Collateral Agent to the Purchase Contract
Agent for payment to the Holders.  If the
Remarketing Agent advises the Collateral Agent in writing that it cannot
remarket the related Pledged Senior Notes of such Holders of Income PRIDES at a
price not less than 100% of the aggregate Value of such Pledged Senior Notes
plus any accrued and unpaid interest, thus resulting in a Failed Final
Remarketing and an event of default under the Purchase Contract Agreement and
hereunder, the Collateral Agent, for the benefit of the Company will, at the
written direction of the Company, retain or dispose of the Pledged Senior Notes
in accordance with applicable law and satisfy in full, from 


 


13
















 


any such disposition or
retention, such Holder’s obligation to pay the Purchase Price for the Common
Stock.


 


(b)           In
the event a Holder of Growth PRIDES (if a Tax Event Redemption or a Successful
Initial Remarketing has occurred) has not made an Early Settlement of the
Purchase Contract(s) underlying its Growth PRIDES, such Holder shall be deemed
to have elected to pay for the Common Stock to be issued under such Purchase
Contract(s) from the Proceeds of the related Pledged Treasury Securities or the
appropriate Portfolio Interests, as the case may be.  On the Business Day immediately prior to the
Purchase Contract Settlement Date, the Collateral Agent shall invest the Cash
proceeds of the maturing Pledged Treasury Securities, or the maturing
appropriate Portfolio Interests, as the case may be, in any overnight Permitted
Investments.  Without receiving any
instruction from any such Holder of Growth PRIDES, the Collateral Agent shall
apply the Proceeds of the related Pledged Treasury Securities or appropriate
Portfolio Interests to the settlement of such Purchase Contracts on the
Purchase Contract Settlement Date.


 


In the event the sum of the
Proceeds from the related Pledged Treasury Securities or appropriate Portfolio
Interests, as the case may be, and the investment earnings from the investment
in overnight Permitted Investments is in excess of the aggregate Purchase Price
of the Purchase Contracts being settled thereby, the Collateral Agent shall
distribute such excess, when received, to the Purchase Contract Agent for the
benefit of the Holder.


 


(c)           Pursuant
to the Remarketing Agreement and subject to the terms of the Supplemental
Remarketing Agreement, on or prior to the fifth Business Day immediately
preceding each proposed Initial Remarketing Date or the Final Remarketing Date,
as applicable, but no earlier than the Payment Date immediately preceding such
date, holders of Other Senior Notes may elect to have their Other Senior Notes
remarketed by delivering their Other Senior Notes, together with a notice of
such election, substantially in the form of Exhibit C hereto, to the Custodial
Agent.  The Custodial Agent will hold
such Other Senior Notes in an account separate from the Collateral
Account.  A holder of Other Senior Notes
electing to have its Other Senior Notes remarketed will also have the right to
withdraw such election by written notice to the Custodial Agent, substantially
in the form of Exhibit D hereto, on or prior to the second Business Day
immediately preceding such proposed Initial Remarketing Date or the Final
Remarketing Date, as applicable, upon which notice the Custodial Agent will
return such Other Senior Notes to such holder. 
On the Business Day immediately preceding such proposed Initial Remarketing
Date or the Final Remarketing Date, as applicable, the Custodial Agent shall
notify the Remarketing Agent of the aggregate principal amount of the Other
Senior Notes to be remarketed and will deliver to the Remarketing Agent for
remarketing all Other Senior Notes delivered to the Custodial Agent pursuant to
this Section 4.6(c) and not withdrawn pursuant to the terms hereof prior
to such date.  The portion of the
proceeds from such remarketing equal to the aggregate Value of such Other
Senior Notes, plus accrued and unpaid interest, if any, thereon, will
automatically be remitted by the Remarketing Agent to the Custodial Agent for
the benefit of the holders of such Other Senior Notes.  In addition, after deducting the Remarketing
Fee from any amount of such proceeds in excess of the aggregate Value of the
remarketed Other Senior Notes plus any accrued and unpaid interest thereon, the
Remarketing Agent will remit to the Custodial Agent the remaining portion of
the proceeds, if any, for the benefit of such holders.  If, despite using its reasonable efforts, the
Remarketing Agent advises the Custodial Agent in 


 


14
















 


writing that it cannot remarket the related
Other Senior Notes of such holders at a price not less than 100% of the
aggregate Value of such Other Senior Notes plus accrued and unpaid interest and
thus resulting in a Failed Initial Remarketing or a Failed Final Remarketing,
the Remarketing Agent will promptly return such Other Senior Notes to the Custodial
Agent for redelivery to such holders.


 


ARTICLE V

Voting Rights — Senior Notes


 


Section 5.1             Voting
Rights – Senior Notes.  Provided no
default hereunder or under the Purchase Contract exists, the Purchase Contract
Agent may exercise, or refrain from exercising, any and all voting and other
consensual rights pertaining to the Pledged Senior Notes or any part thereof
for any purpose not inconsistent with the terms of this Agreement and in
accordance with the terms of the Purchase Contract Agreement; provided, that
the Purchase Contract Agent shall not exercise or, as the case may be, shall
not refrain from exercising such right if, in the judgment of the Company, such
action would impair or otherwise have a material adverse effect on the value of
all or any of the Pledged Senior Notes; and provided, further, that the
Purchase Contract Agent shall give the Company and the Collateral Agent at
least five days’ prior written notice of the manner in which it intends to
exercise, or its reasons for refraining from exercising, any such right.  Upon receipt of any notices and other
communications in respect of any Pledged Senior Notes, including notice of any
meeting at which holders of Senior Notes are entitled to vote or solicitation
of consents, waivers or proxies of holders of Senior Notes, the Collateral
Agent shall use reasonable efforts to send promptly to the Purchase Contract
Agent such notice or communication, and as soon as reasonably practicable after
receipt of a written request therefor from the Purchase Contract Agent, execute
and deliver to the Purchase Contract Agent such proxies and other instruments
in respect of such Pledged Senior Notes (in form and substance satisfactory to
the Collateral Agent) as are prepared by the Purchase Contract Agent with
respect to the Pledged Senior Notes.


 


ARTICLE VI

Rights and Remedies


 


Section 6.1             Rights and
Remedies of the Collateral Agent. 
(a)  In addition to the rights and
remedies specified in Section 4.4 hereof or otherwise available at law or
in equity, after an event of default hereunder, the Collateral Agent shall have
all of the rights and remedies with respect to the Collateral of a secured
party under the Uniform Commercial Code (or any successor thereto) as in effect
in the State of New York from time to time (the “Code”) (whether or not the
Code is in effect in the jurisdiction where the rights and remedies are
asserted) and the TRADES Regulations and such additional rights and remedies to
which a secured party is entitled under the laws in effect in any jurisdiction
where any rights and remedies hereunder may be asserted.  Wherever reference is made in this Agreement
to any section of the Code, such reference shall be deemed to include a
reference to any provision of the Code which is a successor to, or amendment
of, such section.  Without limiting the
generality of the foregoing, such remedies may include, to the extent permitted
by applicable law, (i) retention of the Pledged Senior Notes or other
Collateral in full satisfaction of the Holders’ obligations under the Purchase
Contracts or (ii) sale of the Pledged Senior Notes or other Collateral in one
or more public or private sales.  Each
Holder through the Purchase Contract Agent agrees and 


 


15
















 


acknowledges that the
Collateral is of a type customarily sold in a recognized market and that,
accordingly, no notice of intended disposition of the Collateral need be given
by the Collateral Agent.


 


(b)           Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, in the event the Collateral Agent is unable to make payments
to the Company, on account of Portfolio Interests or on account of principal
payments of any Pledged Treasury Securities as provided in Article III hereof
in satisfaction of the obligations of the Holder of Growth PRIDES of which such
Pledged Treasury Securities or the appropriate Applicable Ownership Interest of
the Treasury Portfolio, as applicable, is a part under the related Purchase
Contracts, the inability to make such payments shall constitute an event of
default hereunder and the Collateral Agent shall have and may exercise, with
reference to such Pledged Treasury Securities or such Pledged Portfolio
Interests, as applicable, and such obligations of such Holder, any and all of
the rights and remedies available to a secured party under the Code and the
TRADES Regulations after default by a debtor, and as otherwise granted herein
or under any other law.


 


(c)           Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, the Collateral Agent is hereby irrevocably authorized to
receive and collect all payments of (i) the Stated Amount of or, interest on,
the Pledged Senior Notes, (ii) the principal amount at maturity of the Pledged
Treasury Securities or (iii) the Pledged Portfolio Interests, subject, in each
case, to the provisions of Article III, and as otherwise granted herein.


 


(d)           The
Purchase Contract Agent, individually and as attorney-in-fact for each Holder
of Securities, in the event such Holder becomes the Holder of a Growth PRIDES,
agrees that, from time to time, upon the written request of the Company,
Collateral Agent, the Purchase Contract Agent or such Holder shall execute and
deliver such further documents and do such other acts and things as the
Collateral Agent may reasonably request in order to maintain the Pledge, and
the perfection and priority thereof, and to confirm the rights of the
Collateral Agent hereunder.  The Purchase
Contract Agent shall have no liability to any Holder for executing any
documents or taking any such acts requested by the Collateral Agent hereunder,
except for liability for its own negligent act, its own negligent failure to
act, its bad faith or its own willful misconduct.


 


Section 6.2             Tax Event
Redemption.  Upon the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date, the aggregate Redemption Price payable on the Tax Event Redemption Date
with respect to the Pledged Senior Notes shall be delivered to the Collateral
Agent by the Trustee on or prior to 12:00 p.m., New York City time, by check or
wire transfer in immediately available funds to the Collateral Agent or such
other account as may be designated in writing by the Collateral Agent in exchange
for the Pledged Senior Notes.  In the
event the Collateral Agent receives such Redemption Price, the Collateral Agent
will, at the written direction of the Company, apply an amount, out of such
Redemption Price, equal to the aggregate Redemption Amount with respect to the
Pledged Senior Notes to purchase from the Quotation Agent the Treasury
Portfolio and promptly remit the remaining portion of such Redemption Price to
the Purchase Contract Agent for payment to the Holders of Income PRIDES.  The Collateral Agent shall Transfer (or cause
to be transferred) Portfolio Interests 


 


16
















 


representing 100% of
the entire Treasury Portfolio or to the Collateral Account pursuant to the
Pledge hereunder, in substitution for the Pledged Senior Notes.  Thereafter, the Collateral Agent shall have
such security interests, rights and obligations with respect to the Portfolio
Interests as it had in respect of the Pledged Senior Notes as provided herein,
and any reference herein to the Senior Notes shall be deemed to be reference to
such Portfolio Interests, and any reference herein to interest on the Senior
Notes shall be deemed to be a reference to distributions on such Portfolio
Interests.  During any period greater
than one Business Day between the receipt of the Redemption Price in Cash upon
the Tax Event Redemption and the payment of all or a portion thereof to the
Quotation Agent for the purchase of the Treasury Portfolio, as provided above,
the Collateral Agent shall promptly invest any such Cash in Permitted
Investments.  Upon receipt of the
Proceeds upon the maturity of such Permitted Investments on the date of the
purchase of the Treasury Portfolio as described above, the Collateral Agent
shall (i) pay such proceeds (and deliver any certified or cashiers’ checks
received and any funds so wired) in an amount equal to the purchase price of
the Treasury Portfolio to the Quotation Agent and (ii) distribute any funds in
respect of the interest earned from the Permitted Investments to the Purchase
Contract Agent for payment to the relevant Holders.


 


Section 6.3             Initial
Remarketing.  The Collateral
Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day
immediately preceding any proposed Remarketing Date, without any instruction
from any Holder of Income PRIDES, present the related Pledged Senior Notes to
the Remarketing Agent for remarketing pursuant to the Remarketing
Agreement.  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 Senior
Notes.  If such remarketing is
successful, after deducting the Remarketing Fee from any amount of such
Proceeds in excess of the aggregate Value, plus such accrued and unpaid
interest on the remarketed Pledged Senior Notes, 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 on the Remarketing Date, by
check or wire transfer in immediately available funds to the Collateral Account
or such other account and at such account as may be designated by the
Collateral Agent 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 Portfolio Interests and promptly remit
the remaining portion of such Proceeds, if any, to the Purchase Contract Agent
for payment to the Holders of Income PRIDES. 
The Collateral Agent shall Transfer the Portfolio Interests 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
Portfolio Interests as it had in respect of the Pledged Senior Notes as
provided herein, and any reference herein to the Senior Notes shall be deemed
to be reference to such Portfolio Interests, and any reference herein to
interest on the Senior Notes shall be deemed to be a reference to distributions
on such Portfolio Interests.  During any
period greater than one Business Day between the receipt of such Proceeds from a Initial Remarketing and the payment of all or a portion
thereof to the Quotation Agent for the purchase of the Treasury Portfolio, as
provided above, the Collateral Agent (i) shall promptly invest any such Cash in
Permitted Investments.  Upon receipt of
the proceeds upon the maturity of such Permitted Investments on the date of the
purchase of the Treasury Portfolio as described above, the Collateral Agent
shall 


 


17
















 


pay such proceeds (and deliver any certified or
cashiers’ checks received and any funds so wired) in an amount equal to the
purchase price of the Treasury Portfolio to the Quotation Agent and (ii) shall
distribute any funds in respect of the interest earned from the Permitted
Investments to the Purchase Contract Agent for payment to the relevant Holders.


 


Section 6.4             Substitutions.  Whenever a Holder has the right to substitute
Treasury Securities or Senior Notes (or Portfolio Interests), as the case may
be, for Collateral held by the Collateral Agent, such substitution shall not
constitute a novation of the security interest created hereby.


 


ARTICLE VII

Representations and Warranties; Covenants


 


Section 7.1             Representations
and Warranties.  The Holders from
time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represent and warrant to the Collateral Agent, which
representations and warranties shall be deemed repeated on each day a Holder
Transfers Collateral that:


 


(a)           such Holder has the power
to grant a security interest in and lien on the Collateral;


 


(b)           such Holder is the sole beneficial owner of the
Collateral and, in the case of Collateral delivered in physical form, is the
sole holder of such Collateral and is the sole beneficial owner of, or has the
right to Transfer, the Collateral it Transfers to the Collateral Agent, free
and clear of any security interest, lien, encumbrance, call, liability to pay
money or other restriction other than the security interest and lien granted
under Section 2.1 hereof;


 


(c)           upon the Transfer of the Collateral to the
Collateral Account, the Collateral Agent, for the benefit of the Company, will
have a valid and perfected first priority security interest therein (assuming
that any central clearing operation or any Intermediary or other entity not
within the control of the Holder involved in the Transfer of the Collateral,
including the Collateral Agent, gives the notices and takes the action required
of it hereunder and under applicable law for perfection of that interest and
assuming the establishment and exercise of control pursuant to Section 2.2
hereof); and


 


(d)           the execution and performance by the Holder of its
obligations under this Agreement will not result in the creation of any
security interest, lien or other encumbrance on the Collateral other than the
security interest and lien granted under Section 2.1 hereof or violate any
provision of any existing law or regulation applicable to it or of any
mortgage, charge, pledge, indenture, contract or undertaking to which it is a
party or which is binding on it or any of its assets.


 


18
















 


Section 7.2             Covenants.  The Holders from time to time, acting through
the Purchase Contract Agent as their attorney-in-fact (it being understood that
the Purchase Contract Agent shall not be liable for any covenant made by or on
behalf of a Holder), hereby covenant to the Collateral Agent that for so long
as the Collateral remains subject to the Pledge:


 


(a)           neither the Purchase Contract Agent nor such
Holders will create or purport to create or allow to subsist any mortgage,
charge, lien, pledge or any other security interest whatsoever over the
Collateral or any part of it other than pursuant to this Agreement;


 


(b)           neither the Purchase Contract Agent nor such
Holders will sell or otherwise dispose (or attempt to dispose) of the
Collateral or any part of it except for the beneficial interest therein,
subject to the pledge hereunder, transferred in connection with the Transfer of
the Securities; and


 


(c)           if any Collateral is
delivered to any Holder or to the Purchase Contract Agent, such Holder or the
Purchase Contract Agent will deliver the sum to the Collateral Agent, properly
indorsed when required, and in the form received.


 


ARTICLE VIII

The Collateral Agent


 


Section 8.1             Appointment,
Powers and Immunities.  The
Collateral Agent shall act as Agent for the Company hereunder with such powers
as are specifically vested in the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental
thereto.  Each of the Collateral Agent,
the Custodial Agent and the Securities Intermediary: (a) shall have no duties
or responsibilities except those expressly set forth in this Agreement and no
implied covenants or obligations shall be inferred from this Agreement against
any of them, nor shall any of them be bound by the provisions of any agreement
by any party hereto beyond the specific terms hereof; (b) shall not be responsible
for any recitals contained in this Agreement, or in any certificate or other
document referred to or provided for in, or received by it under, this
Agreement, the Income PRIDES, Growth PRIDES or the Purchase Contract Agreement,
or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement (other than as against the Collateral Agent), the
Securities or the Purchase Contract Agreement or any other document referred to
or provided for herein or therein or for any failure by the Company or any
other Person (except the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be) to perform any of its obligations
hereunder or thereunder or for the perfection, priority or, except as expressly
required hereby, maintenance of any security interest created hereunder; (c)
shall not be required to initiate or conduct any litigation or collection
proceedings hereunder (except in the case of the Collateral Agent, pursuant to
directions furnished under Section 8.2 hereof, subject to Section 8.6
hereof); (d) shall not be responsible for any action taken or omitted to be
taken by it hereunder or under any other document or instrument referred to or
provided for herein or in connection herewith or therewith, except for its own
negligence, bad faith or willful misconduct; and (e) shall not be required to
advise any party as to selling or retaining, or taking or refraining from
taking any action with respect to, the Securities or other property deposited
hereunder.  Subject to the foregoing,
during the term of this Agreement, the Collateral Agent shall take all 


 


19
















 


reasonable action in
connection with the safekeeping and preservation of the Collateral hereunder.


 


No provision of this Agreement
shall require the Collateral Agent, the Custodial Agent or the Securities
Intermediary to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.  In no event shall the Collateral Agent, the
Custodial Agent or the Securities Intermediary be liable for any amount in
excess of the Value of the Collateral. 
Notwithstanding the foregoing, the Collateral Agent, the Custodial
Agent, the Purchase Contract Agent and Securities Intermediary, each in its
individual capacity, hereby waive any right of setoff, bankers
lien, liens or perfection rights as securities intermediary or any counterclaim
with respect to any of the Collateral.


 


Section 8.2             Instructions
of the Company.  The Company shall
have the right, by one or more instruments in writing executed and delivered to
the Collateral Agent, the Custodial Agent or the Securities Intermediary, as
the case may be, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, or to
direct the taking or refraining from taking of any action authorized by this
Agreement; provided, however, that (i) such direction shall not conflict with
the provisions of any law or of this Agreement and (ii) the Collateral Agent,
the Custodial Agent and the Securities Intermediary shall be adequately
indemnified as provided herein.  Nothing
in this Section 8.2 shall impair the right of the Collateral Agent in its
discretion to take any action or omit to take any action which it deems proper
and which is not inconsistent with such direction.


 


Section 8.3             Reliance by
Collateral Agent.  Each of the
Securities Intermediary, the Custodial Agent and the Collateral Agent shall be
entitled conclusively to rely upon any certification, order, judgment, opinion,
notice or other communication (including, without limitation, any thereof by
telephone or facsimile) believed by it in good faith to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated
therein), and upon advice and statements of legal counsel and other experts
selected by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be.  As to any
matters not expressly provided for by this Agreement, the Collateral Agent, the
Custodial Agent and the Securities Intermediary shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
instructions given by the Company in accordance with this Agreement.


 


Section 8.4             Rights in
Other Capacities.  The Collateral
Agent, the Custodial Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make their investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent, any Holder
of Income PRIDES or Growth PRIDES and any holder of Other Senior Notes (and any
of their respective subsidiaries or affiliates) as if it were not acting as the
Collateral Agent, the Custodial Agent or the Securities Intermediary, as the
case may be, and the Collateral Agent, the Custodial Agent and the Securities
Intermediary and their affiliates may accept fees and other consideration from
the Purchase Contract Agent, any Holder of Income PRIDES or Growth PRIDES or
any holder of Other Senior Notes without having to account for the same to the 


 


20
















 


Company; provided that each of the Securities
Intermediary, the Custodial Agent and the Collateral Agent covenants and agrees
with the Company that it shall not accept, receive or permit there to be
created in favor of itself and shall take no affirmative action to permit there
to be created in favor of any other Person, any security interest, lien or
other encumbrance of any kind in or upon the Collateral and the Collateral
shall not be commingled with any other assets of any such Person.


 


Section 8.5             Non-Reliance
on Collateral Agent.  None of
the Securities Intermediary, the Custodial Agent or the Collateral Agent shall
be required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Income PRIDES or Growth PRIDES or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Purchase Contract Agent or any Holder of Income
PRIDES or Growth PRIDES.  The Collateral
Agent, the Custodial Agent and the Securities Intermediary shall not have any
duty or responsibility to provide the Company or the Remarketing Agent with any
credit or other information concerning the affairs, financial condition or
business of the Purchase Contract Agent, any Holder of Income PRIDES or Growth
PRIDES or any holder of Other Senior Notes (or any of their respective
subsidiaries or affiliates) that may come into the possession of the Collateral
Agent, the Custodial Agent or the Securities Intermediary or any of their
respective affiliates.


 


Section 8.6             Compensation
and Indemnity.  The Company
agrees:  (i) to pay each of the
Collateral Agent and the Custodial Agent from time to time such compensation as
shall be agreed in writing between the Company and the Collateral Agent or the
Custodial Agent, as the case may be, for all services rendered by each of them
hereunder and (ii) to indemnify the Collateral Agent, the Custodial Agent and
the Securities Intermediary for, and to hold each of them harmless from and
against, any loss, liability or reasonable out-of-pocket expense incurred
without negligence, willful misconduct or bad faith on its part, arising out of
or in connection with the acceptance or administration of its powers and duties
under this Agreement, including the reasonable out-of-pocket costs and expenses
(including reasonable fees and expenses of counsel) of defending itself against
any claim or liability in connection with the exercise or performance of such
powers and duties.  The Collateral Agent,
the Custodial Agent and the Securities Intermediary shall each promptly notify
the Company of any third party claim which may give rise to the indemnity
hereunder and give the Company the opportunity to participate in the defense of
such claim with counsel reasonably satisfactory to the indemnified party, and
no such claim shall be settled without the written consent of the Company,
which consent shall not be unreasonably withheld.


 


Section 8.7             Failure to
Act.  In the event of any
ambiguity in the provisions of this Agreement or any dispute between or
conflicting claims by or among the parties hereto or any other Person with
respect to any funds or property deposited hereunder, the Collateral Agent and
the Custodial Agent shall be entitled, after prompt notice to the Company and
the Purchase Contract Agent, at its sole option, to refuse to comply with any
and all claims, demands or instructions with respect to such property or funds
so long as such dispute or conflict shall continue, and neither the Collateral
Agent nor the Custodial Agent shall be or become liable in any way to any of
the parties hereto for its failure or refusal to comply with such conflicting
claims, demands or instructions.  The
Collateral Agent and the Custodial Agent shall be entitled 


 


21
















 


to refuse to act until either (i) such
conflicting or adverse claims or demands shall have been finally determined by
a court of competent jurisdiction or settled by agreement between the conflicting
parties as evidenced in a writing, satisfactory to the Collateral Agent or the
Custodial Agent, as the case may be, or (ii) the Collateral Agent or the
Custodial Agent, as the case may be, shall have received security or an
indemnity reasonably satisfactory to the Collateral Agent or the Custodial
Agent, as the case may be, sufficient to save the Collateral Agent or the
Custodial Agent, as the case may be, harmless from and against any and all
loss, liability or reasonable out-of-pocket expense which the Collateral Agent
or the Custodial Agent, as the case may be, may incur by reason of its acting
without bad faith, willful misconduct or gross negligence.  The Collateral Agent or the Custodial Agent
may in addition elect to commence an interpleader action or seek other judicial
relief or orders as the Collateral Agent or the Custodial Agent, as the case
may be, may deem necessary. 
Notwithstanding anything contained herein to the contrary, neither the
Collateral Agent nor the Custodial Agent shall be required to take any action
that is in its opinion contrary to law or to the terms of this Agreement, or
which would in its opinion subject it or any of its officers, employees or
directors to liability.


 


Section 8.8             Resignation
of Collateral Agent.  Subject
to the appointment and acceptance of a successor Collateral Agent or Custodial
Agent as provided below, (a) the Collateral Agent and the Custodial Agent may
resign at any time by giving not less than 20 days prior notice thereof to the
Company and the Purchase Contract Agent as attorney-in-fact for the Holders of
Income PRIDES or Growth PRIDES, (b) the Collateral Agent and the Custodial
Agent may be removed at any time by the Company and (c) if the Collateral Agent
or the Custodial Agent fails to perform any of its material obligations
hereunder in any material respect for a period of not less than 20 days after
receiving written notice of such failure by the Purchase Contract Agent and
such failure shall be continuing, the Collateral Agent or the Custodial Agent
may be removed by the Purchase Contract Agent. 
The Purchase Contract Agent shall promptly notify the Company of any
removal of the Collateral Agent pursuant to clause (c) of the immediately
preceding sentence.  Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent or Custodial Agent, as the case may be.  If no successor Collateral Agent or Custodial
Agent, as the case may be, shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent’s or
Custodial Agent’s giving of notice of resignation or such removal, then the
retiring Collateral Agent or Custodial Agent, as the case may be, may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent or Custodial Agent, as the case may
be.  Each of the Collateral Agent and the
Custodial Agent shall be a bank which has an office in New York, New York with
a combined capital and surplus of at least $75,000,000.  Upon the acceptance of any appointment as
Collateral Agent or Custodial Agent, as the case may be, hereunder by a
successor Collateral Agent or Custodial Agent, as the case may be, such
successor shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Collateral Agent or Custodial
Agent, as the case may be, and the retiring Collateral Agent or Custodial
Agent, as the case may be, shall take all appropriate action to transfer any
money and property held by it hereunder (including the Collateral) to such
successor.  The retiring Collateral Agent
or Custodial Agent shall, upon such succession, be discharged from its duties
and obligations as Collateral Agent or Custodial Agent hereunder.  After any retiring Collateral Agent’s or
Custodial Agent’s resignation hereunder as Collateral Agent or Custodial Agent,
the provisions of this Section 8.8 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the 


 


22
















 


Collateral Agent or Custodial
Agent.  Any resignation or removal
of the Collateral Agent hereunder shall be deemed for all purposes of this
Agreement as the simultaneous resignation or removal of the Custodial Agent and
the Securities Intermediary.


 


Section 8.9             Right to
Appoint Agent or Advisor.  The
Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent shall not
be liable for any action taken or omitted by, or in reliance upon the advice
of, such agents or advisors selected in good faith.  The appointment of agents pursuant to this
Section 8.9 shall be subject to prior consent of the Company, which
consent shall not be unreasonably withheld.


 


Section 8.10           Survival.  The provisions of this Article VIII
shall survive termination of this Agreement and the resignation or removal of
the Collateral Agent or the Custodial Agent.


 


Section 8.11           Exculpation.  Anything in this Agreement to the contrary
notwithstanding, in no event shall any of the Collateral Agent, the Custodial
Agent or the Securities Intermediary or their officers, employees or agents be
liable under this Agreement to any third party for indirect, special, punitive,
or consequential loss or damage of any kind whatsoever, including lost profits,
whether or not the likelihood of such loss or damage was known to the
Collateral Agent, the Custodial Agent or the Securities Intermediary, or any of
them, incurred without any act or deed that is found to be attributable to
gross negligence, bad faith or willful misconduct on the part of the Collateral
Agent, the Custodial Agent or the Securities Intermediary.


 


ARTICLE IX

Amendment


 


Section 9.1             Amendment Without Consent of Holders.  Without the consent of any Holders or the
holders of any Other Senior Notes, the Company, the Collateral Agent, the
Custodial Agent, the Securities Intermediary and the Purchase Contract Agent,
at any time and from time to time, may amend this Agreement, in form
satisfactory to the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent, for any of the
following purposes:


 


(1)           to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the
Company; or


 


(2)           to add to the covenants of the Company for the
benefit of the Holders, or to surrender any right or power herein conferred
upon the Company so long as such covenants or such surrender do not adversely
affect the validity, perfection or priority of the security interests granted
or created hereunder; or


 


(3)           to evidence and provide for the acceptance of
appointment hereunder by a successor Collateral Agent, Securities Intermediary
or Purchase Contract Agent; or


 


(4)           to cure any ambiguity, to correct or supplement any
provisions herein which may be inconsistent with any other such provisions
herein, or to make any other provisions with respect to such matters or
questions arising under 


 


23
















 


this
Agreement, provided such action shall not adversely affect the interests of the
Holders.


 


Section 9.2             Amendment
with Consent of Holders.  With
the consent of the Holders of not less than a majority of the Purchase
Contracts at the time outstanding, by Act of said Holders delivered to the
Company, the Purchase Contract Agent or the Collateral Agent, as the case may
be, the Company, when duly authorized, the Company, the Purchase Contract
Agent, the Collateral Agent, the Custodial Agent and the Securities
Intermediary may amend this Agreement for the purpose of modifying in any
manner the provisions of this Agreement or the rights of the Holders in respect
of the Income PRIDES and Growth PRIDES; provided, however, that no such
supplemental agreement shall, without the consent of the Holder of each
Outstanding Income PRIDES and Growth PRIDES adversely affected thereby,


 


(1)           change the amount or type of Collateral underlying
an Income PRIDES or Growth PRIDES (except for the rights of holders of Income
PRIDES to substitute the Treasury Securities for the Pledged Senior Notes (or
Pledged Portfolio Interests), or the rights of Holders of Growth PRIDES to
substitute Senior Notes (or Portfolio Interests) for the Pledged Treasury
Securities), impair the right of the Holder of any Income PRIDES or Growth
PRIDES to receive distributions on the underlying Collateral or otherwise
adversely affect the Holder’s rights in or to such Collateral; or


 


(2)           otherwise effect any action that would require the
consent of the Holder of each Outstanding Income PRIDES or Growth PRIDES
affected thereby pursuant to the Purchase Contract Agreement if such action
were effected by an agreement supplemental thereto; or


 


(3)           reduce the percentage of
Purchase Contracts the consent of whose Holders is required for any such
amendment.


 


It shall not be necessary for
any Act of Holders under this Section to approve the particular form of
any proposed amendment, but it shall be sufficient if such Act shall approve
the substance thereof.


 


Section 9.3             Execution
of Amendments.  In executing
any amendment permitted by this Section, the Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Purchase Contract Agent shall be
entitled to receive and (subject to Section 6.1 hereof, with respect to
the Collateral Agent, and Section 7.1 of the Purchase Contract Agreement,
with respect to the Purchase Contract Agent) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent, if any, to the execution and delivery of such amendment have been
satisfied.


 


Section 9.4             Effect of
Amendments.  Upon the
execution of any amendment under this Article IX, this Agreement shall be
modified in accordance therewith, and such amendment shall form a part of this
Agreement for all purposes; and every Holder of Certificates theretofore or 


 


24
















 


thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.


 


Section 9.5             Reference
to Amendments.  Security
Certificates authenticated, executed on behalf of the Holders and delivered
after the execution of any amendment pursuant to this Section may, and
shall if required by the Collateral Agent or the Purchase Contract Agent, bear
a notation in form approved by the Purchase Contract Agent and the Collateral
Agent as to any matter provided for in such amendment.  If the Company shall so determine, new
Security Certificates so modified as to conform, in the opinion of the
Collateral Agent, the Purchase Contract Agent and the Company, to any such
amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for Outstanding
Security Certificates.


 


ARTICLE X

Miscellaneous


 


Section 10.1           No
Waiver.  No failure on the part of
any party hereto or any of its agents to exercise, and no course of dealing
with respect to, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by any party hereto or any of its agents of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The
remedies herein are cumulative and are not exclusive of any remedies provided
by law.


 


Section 10.2           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.  Without limiting the foregoing, the
above choice of law is expressly agreed to by the Securities Intermediary, the
Collateral Agent and the Holders from time to time acting through the Purchase
Contract Agent, as their attorney-in-fact, in connection with the establishment
and maintenance of the Collateral Account.


 


Section 10.3           Notices.  All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to
the intended recipient at the “Address for Notices” specified below its name on
the signature pages hereof or, as to any party, at such other address as shall
be designated by such party in a notice to the other parties.  Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed
as aforesaid.


 


Section 10.4           Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, and the Holders from time to time of the
Income PRIDES and Growth PRIDES, by their acceptance of the same, shall be
deemed to have agreed to be bound by the provisions hereof and to have ratified
the agreements of, and the grant of the Pledge hereunder by, the Purchase
Contract Agent.


 


25
















 


Section 10.5           Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.


 


Section 10.6           Severability.  If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect in
such jurisdiction and shall be liberally construed in order to carry out the
intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other
jurisdiction.


 


Section 10.7           Expenses,
Etc.  The Company agrees to reimburse
the Collateral Agent and the Custodial Agent for: (a) all reasonable
out-of-pocket costs and expenses of the Collateral Agent and the Custodial
Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent and the Custodial Agent), in connection with
(i) the negotiation, preparation, execution and delivery or performance of this
Agreement and (ii) any modification, supplement or waiver of any of the terms
of this Agreement; (b) all reasonable costs and expenses of the Collateral
Agent (including, without limitation, reasonable fees and expenses of counsel)
in connection with (i) any enforcement or proceedings resulting or incurred in
connection with causing any Holder of Securities to satisfy its obligations
under the Purchase Contracts forming a part of the Securities and (ii) the
enforcement of this Section 10.7; and (c) all transfer, stamp, documentary
or other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any other document referred
to herein and all costs, expenses, taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection
of any security interest contemplated hereby.


 


Section 10.8           Security
Interest Absolute.  All rights
of the Collateral Agent and security interests hereunder, and all obligations
of the Holders from time to time hereunder, shall be absolute and unconditional
irrespective of:


 


(a)           any lack of validity or
enforceability of any provision of the Purchase Contracts or the Securities or
any other agreement or instrument relating thereto;


 


(b)           any change in the time, manner or place of payment
of, or any other term of, or any increase in the amount of, all or any of the
obligations of Holders of Securities under the related Purchase Contracts, or
any other amendment or waiver of any term of, or any consent to any departure
from any requirement of, the Purchase Contract Agreement or any Purchase
Contract or any other agreement or instrument relating thereto; or


 


(c)           any other circumstance
which might otherwise constitute a defense available to, or discharge of, a
borrower, a guarantor or a pledgor.


 


Section 10.9           Consent
to Jurisdiction; Miscellaneous. 
Each of the parties hereto hereby expressly and irrevocably submits to
the non-exclusive jurisdiction of any competent court in the place of its
domicile and any United States Federal or New York State court sitting in the
Borough of Manhattan in The City of New York in any action, suit or proceeding
arising out of 


 


26
















 


or relating to this Agreement or the
transactions contemplated hereby to the extent that such court has subject
matter jurisdiction over the controversy, and expressly and irrevocably waives,
to the extent permitted under applicable law, any immunity from the
jurisdiction thereof and any claim or defense in such action, suit or
proceeding based on a claim of improper venue, forum  non  conveniens
or any similar basis to which it might otherwise be entitled in any such
action, suit or proceeding.


 


Section 10.10         Waiver
of Immunities.  To the extent
that the Company or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to them, any right of
immunity, on the grounds of sovereignty, from any legal action, suit or
proceeding, from set-off or counterclaim, from the jurisdiction of any court,
from service of process, from attachment upon or prior to judgment, or from
attachment in aid of execution of judgment, or from execution of judgment,
other legal process or proceeding for the giving of any relief or for the
enforcement of any judgment, in any jurisdiction in which proceedings may at
any time be commenced, with respect to their obligations, liabilities or any other
matter under or arising out of or in connection with this Agreement or any
additional agreement, the Company hereby irrevocably and unconditionally, to
the extent permitted by applicable law, waives and agrees not to plead or claim
any such immunity and consents to such relief and enforcement.


 


27
















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.


 


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ 
  Darrell W. Crate

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Darrell W. Crate

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  Affiliated
  Managers Group, Inc.

  
	
   

  	
  600 Hale
  Street

  
	
   

  	
  Prides
  Crossing, MA 01965

  
	
   

  	
  Attention:  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Bank of
  New York, not individually but solely as Purchase Contract Agent, Collateral
  Agent, Custodial Agent, Securities Intermediary and as attorney-in-fact of
  the Holders from time to time of the Income PRIDES and Growth PRIDES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ 
  Kisha A. Holder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kisha A. Holder

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notices:

  
	
   

  	
   

  
	
   

  	
  The Bank of
  New York

  
	
   

  	
  101 Barclay
  Street, Floor 8W

  
	
   

  	
  New York, NY
  10286

  
	
   

  	
  Attention:  Corporate
  Trust Administration

  
	
   

  	
  Fax:  (212) 815-5707

  
					



 
















 


EXHIBIT A


 


INSTRUCTION FROM PURCHASE CONTRACT AGENT TO
COLLATERAL AGENT


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attention:  Corporate Trust Administration


 


Re:          PRIDES
of Affiliated Managers Group, Inc. (the “Company”)


 


We hereby notify you in
accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of
February 12, 2004 (the “Pledge Agreement”) among the Company, yourselves,
as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves,
as Purchase Contract Agent and as attorney-in-fact for the holders of [Income
PRIDES] [Growth PRIDES] from time to time, that the holder of the Securities
listed below (the “Holder”) has elected to substitute [$      
aggregate principal amount at maturity of Treasury Securities]
[$       Stated Amount of Senior Notes or
Portfolio Interests in exchange for an equal Value of [Pledged Senior Notes or
Portfolio Interests, as the case may be] [Pledged Treasury Securities] held by
you in accordance with the Pledge Agreement and has delivered to us a notice
stating that the Holder has Transferred [Treasury Securities] [Senior Notes or
Portfolio Interests] to you, as Collateral Agent.  We hereby instruct you, upon receipt of such
[Pledged Treasury Securities] [Pledged Senior Notes or Portfolio Interests], to
release the [Senior Notes or Portfolio Interests] [Treasury Securities] related
to such [Income PRIDES] [Growth PRIDES] to us in accordance with the Holder’s
instructions.  Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge
Agreement.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Guarantee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-1
















 


Please print name and address of
Registered Holder electing to substitute [Treasury Securities] [Senior Notes or
Portfolio Interests] for the [Pledged Senior Notes or Portfolio Interests]
[Pledged Treasury Securities]:


 


	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Social Security or other
  Taxpayer Identification

  Number, if any

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-2
















 


EXHIBIT B


 


INSTRUCTION TO PURCHASE CONTRACT AGENT


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attention:  Corporate Trust Administration


 


Re:          PRIDES
of Affiliated Managers Group, Inc. (the “Company”)


 


The undersigned Holder hereby
notifies you that it has delivered to The Bank of New York, as Collateral
Agent, [$                  
aggregate principal amount at maturity of Treasury Securities] [$                  
aggregate Stated Amount of Senior Notes in exchange for an equal Value of
[Pledged Senior Notes or Portfolio Interests] [Pledged Treasury Securities]
held by the Collateral Agent, in accordance with Section 4.1 of the Pledge
Agreement, dated February 12, 2004 (the “Pledge Agreement”), between you,
as Purchase Contract Agent and Collateral Agent, and the Company.  The undersigned Holder hereby instructs you
as Purchase Contract Agent to instruct the Collateral Agent to release to you
on behalf of the undersigned Holder the [Pledged Senior Notes or Portfolio
Interests] [Pledged Treasury Securities] related to such [Income PRIDES]
[Growth PRIDES].  Capitalized terms used
herein but not defined shall have the meaning set forth in the Pledge Agreement.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
						



 


 


Please print name and address
of Registered Holder:


 


	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Social Security or other
  Taxpayer

  Identification Number, if any

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


B-1
















 


EXHIBIT C


 


INSTRUCTION TO CUSTODIAL AGENT REGARDING
REMARKETING


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attention:  Corporate Trust Administration


 


Re:          Senior
Notes of Affiliated Managers Group, Inc. (the “Company”)


 


The undersigned hereby
notifies you in accordance with Section 4.6(c) of the Pledge Agreement,
dated as of February 12, 2004 (the “Pledge Agreement”), among the Company,
yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent,
and yourselves, as Purchase Contract Agent and as attorney-in-fact for the
Holders of Income PRIDES and Growth PRIDES from time to time, that the
undersigned elects to deliver $                    
aggregate Stated Amount of Senior Notes for delivery to the Remarketing Agent
on the Business Day immediately preceding the Remarketing Date for remarketing
pursuant to Section 4.6(c) of the Pledge Agreement.  The undersigned will, upon request of the
Remarketing Agent, execute and deliver any additional documents deemed by the
Remarketing Agent or by the Company to be necessary or desirable to complete
the sale, assignment and transfer of the Senior Notes tendered hereby.


 


The undersigned hereby
instructs you, upon receipt of the Proceeds of such remarketing from the Remarketing
Agent to deliver such Proceeds to the undersigned in accordance with the
instructions indicated herein under “A. Payment Instructions.” The undersigned
hereby instructs you, in the event of a Failed [Initial] [Final] Remarketing,
upon receipt of the Senior Notes tendered herewith from the Remarketing Agent,
to be delivered to the person(s) and the address(es)
indicated herein under “B. Delivery Instructions.”


 


With this notice, the
undersigned hereby (i) represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Senior Notes
tendered hereby and that the undersigned is the record owner of any Senior
Notes tendered herewith in physical form and (ii) agrees to be bound by the
terms and conditions of Section 4.6(c) of the Pledge Agreement.  Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.


 


C-1
















 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:  

  
	
   

  	
  Title:  

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please print name and address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Social Security or other
  Taxpayer Identification

  Number, if any

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


C-2
















 


A.            PAYMENT
INSTRUCTIONS


 


Proceeds of the successful
remarketing should be paid by check in the name of the person(s) set forth
below and mailed to the address set forth below.


 


	
  Name(s)

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Zip
  Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Tax
  Identification or Social Security Number)

  	
   

  
				



 


B.            DELIVERY
INSTRUCTIONS


 


In the event of a failed
remarketing, Senior Notes which are in physical form should be delivered to the
person(s) set forth below and mailed to the address set forth below.


 


	
  Name(s)

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Zip
  Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Tax
  Identification or Social Security Number)

  	
   

  
				



 


C-3
















 


EXHIBIT D


 


INSTRUCTION TO CUSTODIAL
AGENT REGARDING

WITHDRAWAL FROM REMARKETING


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, NY 10286

Attention:  Corporate Trust Administration


 


Re:          Senior
Notes of Affiliated Managers Group, Inc. 
(the “Company”)


 


The undersigned hereby
notifies you in accordance with Section 4.6(c) of the Pledge Agreement,
dated as of February 12, 2004 (the “Pledge Agreement”) among the Company,
yourselves, as Collateral Agent, Securities Intermediary and Custodial Agent
and yourselves, as Purchase Contract Agent and as attorney-in-fact for the
Holders of Income PRIDES and Growth PRIDES from time to time, that the
undersigned elects to withdraw the $                  
aggregate principal amount of Senior Notes delivered to the Custodial Agent on                   ,
for remarketing pursuant to Section 4.6(c) of the Pledge Agreement.  The undersigned hereby instructs you to
return such Senior Notes to the undersigned in accordance with the
undersigned’s instructions.  With this
notice, the undersigned hereby agrees to be bound by the terms and conditions
of Section 4.6(c) of the Pledge Agreement. 
Capitalized terms used herein but not defined shall have the meaning set
forth in the Pledge Agreement.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:  

  
	
   

  	
  Title:  

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Please print name and address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Social Security or other
  Taxpayer Identification

  Number, if any

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


D-1
















 


A.            DELIVERY
INSTRUCTIONS


 


In the event of a failed
remarketing, Senior Notes which are in physical form should be delivered to the
person(s) set forth below and mailed to the address set forth below.


 


	
  Name(s)

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
  (Please
  Print)

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Zip
  Code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Tax
  Identification or Social Security Number)

  	
   

  
				



 


D-2