TO SECTION 6.01(G) OF THE
DECLARATION AND SECTIONS 2(H) AND 7(B) OF THE GENERAL TERMS OF THE CCS
SECURITIES (THE "PREFERRED STOCK PURCHASE PRICE").
4.2
PAYMENT BY THE CUSTODIAL TRUST OF THE
PREFERRED STOCK PURCHASE PRICE SHALL BE MADE ON OR PRIOR TO 3:00 P.M. NEW YORK
CITY TIME ON THE PREFERRED STOCK PAYMENT DATE AND TO THE ACCOUNT OF THE COMPANY
SPECIFIED IN THE PUT NOTICE.
4.3
PAYMENT OF THE PREFERRED STOCK PURCHASE
PRICE BY THE CUSTODIAL TRUST SHALL BE MADE AS PROVIDED IN SECTION 4.1 AND
SECTION 4.2 HEREOF WITHOUT SETOFF, CLAIM, RECOUPMENT, DEDUCTION OR COUNTERCLAIM;
PROVIDED, HOWEVER, THAT IF THE COMPANY EXERCISES ITS PUT OPTION UNDER SECTION 3
HEREOF AT ANY TIME THAT IT HAS FAILED TO PAY ALL OR A PORTION OF THE PUT
PREMIUM, AND SUCH FAILURE HAS NOT BEEN CURED ON OR BEFORE THE PREFERRED STOCK
PAYMENT DATE, THE CUSTODIAL TRUST SHALL BE ENTITLED TO SETOFF AGAINST THE
PREFERRED STOCK PURCHASE PRICE OF SUCH UNPAID PORTION OF THE PUT PREMIUM.
5.
PUT PREMIUM
5.1
IN CONSIDERATION FOR THE CUSTODIAL TRUST'S
AGREEMENT TO PURCHASE THE PREFERRED STOCK IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, THE COMPANY WILL PAY TO THE CUSTODIAL TRUST, IN U.S. DOLLARS, ON EACH
DISTRIBUTION PAYMENT DATE DURING WHICH THE PUT OPTION REMAINS IN EFFECT AND IS
EXERCISABLE AS SET FORTH IN SECTION 2.2 HEREOF AN AMOUNT (THE "PUT PREMIUM")
EQUAL TO THE PRODUCT OF (A) THE DISTRIBUTION RATE ON THE CCS SECURITIES FOR THE
RESPECTIVE DISTRIBUTION PERIOD LESS THE EXCESS OF (I) THE STATED YIELD FOR SUCH
DISTRIBUTION PERIOD OVER (II) THE EXPENSES OF THE CUSTODIAL TRUST (INCLUDING THE
CUSTODIAL TRUST'S PORTION OF THE EXPENSES OF THE PASS THROUGH TRUST) FOR SUCH
DISTRIBUTION PERIOD, PROVIDED THAT SUCH STATED YIELD AND EXPENSES SHALL BE
ANNUALIZED AND EXPRESSED AS AN ANNUAL RATE WITH RESPECT TO THE FACE AMOUNT OF
THE CCS SECURITIES OUTSTANDING ON THE DATE THE PUT PREMIUM IS DETERMINED,
(B) THE AGGREGATE FACE AMOUNT OF THE CCS SECURITIES OUTSTANDING AT THE TIME THE
PUT PREMIUM IS CALCULATED AND (C) A FRACTION, THE NUMERATOR OF WHICH WILL BE THE
ACTUAL NUMBER OF CALENDAR DAYS IN THE RESPECTIVE DISTRIBUTION PERIOD, AND THE
DENOMINATOR OF WHICH WILL BE 360 DAYS.
THE PUT PREMIUM FOR EACH DISTRIBUTION
PERIOD WILL BE CALCULATED ON THE LAST BUSINESS DAY PRIOR TO THE RELATED
DISTRIBUTION PAYMENT DATE.
If as a result of losses of principal of or interest on Eligible Assets there is
a Delayed Auction, the Company
will pay to the Custodial Trust, in US dollars,
on each Distribution Payment Date during which the put option remains in effect
and is exercisable as set forth in Section 2.2 hereof, the "Delayed Put
Premium," an amount equal to the product of (A) the Delayed Auction Rate on the
CCS Securities for the Delayed Auction Period less the excess of
7
(i) the Stated Yield for such Delayed Auction Period over (ii) the expenses of
the Custodial Trust for such Delayed Auction Period, provided that such amount
shall