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This excerpt taken from the TRV 8-K filed May 13, 2005. Pledge Agreement”) among the Company, the Purchase Contract
Agent, the Collateral Agent, the Custodial Agent and the Securities
Intermediary, to secure the holders’ obligations to purchase the Common Stock
under the Purchase Contracts.
The Notes of the Corporate Units holders and of the Separate Notes holders electing to have their Notes remarketed will be remarketed by the Remarketing Agents on the Initial Remarketing Date. In the event of a Failed Initial Remarketing, the Notes of the Corporate Units holders and of the Separate Notes holders electing to have their Notes remarketed will be remarketed by the Remarketing Agents in a Secondary Remarketing on the Secondary Remarketing Date. In the event of a Failed Secondary Remarketing, the Notes of the Separate Note holders who elect to have their Notes remarketed and of the Corporate Units holders who have elected not to settle the Purchase Contracts related to their Corporate Units by Cash Settlement will be remarketed by the Remarketing Agents in a Final Remarketing on the Final Remarketing Date.
In the event of a Successful Initial Remarketing, the applicable interest rate on the Notes will be reset on the Initial Remarketing Date, to the Reset Rate which shall be determined by the Reset Agents as the rate that such Notes should bear in order for the Notes to have an aggregate market value of equal to or greater than 100.5% of the sum of the Treasury Portfolio Purchase Price and Separate Notes Purchase Price on the Initial Remarketing Date, provided that the Reset Rate will in no event exceed the maximum rate permitted by applicable law. In the event of a Successful Secondary Remarketing, the applicable interest rate on the Notes will be reset on the Secondary Remarketing Date, to the Reset Rate which shall be determined by the Reset Agents as the rate that such Notes should bear in order for the Notes to have an aggregate market value equal to or greater than 100.5% of the sum of the Treasury Portfolio Purchase Price and the Separate Notes Purchase Price on the Secondary Remarketing Date, provided that the Reset Rate will in no event exceed the maximum rate permitted by applicable law. In the event of a Successful Final Remarketing, the applicable interest rate on the Notes that remain outstanding on and after the Purchase Contract Settlement Date will be reset on the Final Remarketing Date, to the Reset Rate which shall be determined by the Reset Agents as the rate that such Notes should bear in order to have an aggregate market value equal to or greater than 100.5% of the aggregate principal amount of the Notes being remarketed, provided that the Reset Rate will in no event exceed the maximum rate permitted by applicable law.
Capitalized terms used and not defined in this Agreement shall have the meanings set forth in the Purchase Contract Agreement, the Pledge Agreement
2
and the Indenture, as the case may be. Unless the context otherwise requires, all references to time shall be understood to refer to time in New York City.
As used in this Agreement, “ |
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