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Exhibit 4.13
FORM OF REMARKETING AGREEMENT
FORM OF REMARKETING AGREEMENT, dated as of April __, 1998 (the
"Remarketing Agreement") by and between Philadelphia Consolidated Holding Corp.,
a Pennsylvania corporation (the "Company"), PCHC Financing I, a Delaware
statutory business trust (the "Trust"),The First National Bank of Chicago, a
national banking association, not individually but solely as Purchase Contract
Agent and as attorney-in-fact of the holders of Purchase Contracts (each as
defined in the Purchase Contract Agreement (as defined herein)), and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount
$___________ of its FELINE PRIDES (the "FELINE PRIDES") under the Purchase
Contract Agreement, dated as of April __, 1998, by and between the Purchase
Contract Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Trust will issue concurrently in connection with
the issuance of the FELINE PRIDES ________ __% Trust Originated Preferred
Securities (the "Trust Preferred Securities") in an aggregate stated liquidation
amount of $___________ under the Amended and Restated Declaration of Trust,
dated as of April __, 1998, by and among the Company, the Regular Trustees, the
Delaware Trustee and the Institutional Trustee (the "Declaration"); and
WHEREAS, the FELINE PRIDES will initially consist of
___________ units referred to as "Income PRIDES" and _________ units referred to
as "Growth PRIDES."
WHEREAS, the sole assets of the Trust, $__________ aggregate
principal amount of ____% Debentures due ______ 16, 2003 (the "Debentures") of
the Company will be purchased by the Trust from the Company with the proceeds of
the sale of the Trust Preferred Securities and the proceeds of the sale of the
common securities of the Trust (the "Common Securities" and, together with the
Trust Preferred Securities, the "Trust Securities"); and
WHEREAS, the Trust Preferred Securities (or upon a dissolution
of the Trust and the distribution of the Debentures as described in the
Declaration, such Debentures) will be pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of April __, 1998, by and between the
Company, The Chase Manhattan Bank, as collateral agent (the "Collateral Agent")
and the Purchase Contract Agent, to secure an Income PRIDES holder's obligations
under the related Purchase Contract on the Purchase Contract Settlement Date;
and
WHEREAS, the Trust Preferred Securities or the Debentures, as
the case may be, of such Trust Preferred Security or Debenture holders electing
to have their Trust Preferred Securities or Debentures remarketed, or of such
Income PRIDES holders who have elected not to settle the Purchase Contracts
related to their Income PRIDES from the proceeds of a Cash Settlement and who
have not early settled their Purchase Contracts, will be remarketed by the
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Remarketing Agent on the third Business Day immediately preceding the Purchase
Contract Settlement Date; and
WHEREAS, the applicable distribution rate on the Trust
Preferred Securities (and, thus, the interest rate on the Debentures) that
remain outstanding on and after the Purchase Contract Settlement Date will be
reset on the third Business Day immediately preceding the Purchase Contract
Settlement Date, to the Reset Rate to be determined by the Reset Agent as the
rate that such Trust Preferred Securities (and, thus the Debentures) should bear
in order to have an approximate market value of 100.5% of the aggregate stated
liquidation amount of the Trust Preferred Securities or the aggregate principal
amount of the Debentures on the third Business Day immediately preceding the
Purchase Contract Settlement Date, provided that in the determination of such
Reset Rate, the Company may limit the Reset Spread (a component of the Reset
Rate) to be no higher than 200 basis points (2%); and
WHEREAS, the Company has requested Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as
the Reset Agent and as the Remarketing Agent, and as such to perform the
services described herein; and
WHEREAS, Merrill Lynch is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not defined
in this Agreement shall have the meanings assigned to them in the Purchase
Contract Agreement or, if not therein stated, the Declaration or the Pledge
Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
The Company hereby appoints Merrill Lynch and Merrill Lynch hereby accepts such
appointment, (i) as the Reset Agent to determine in consultation with the
Company, in the manner provided for in the Declaration with respect to the Trust
Securities and the Indenture with respect to the Debentures, the Reset Rate,
that in the opinion of the Reset Agent, will, when applied to the Trust
Securities (and, thus, the Debentures), enable a Trust Security (and, thus, a
Debenture), to have an approximate market value of approximately 100.5% of the
aggregate stated liquidation amount in the case of such Trust Security and the
aggregate principal amount in the case of such Debenture, and (ii) as the
exclusive Remarketing Agent to remarket the Trust Preferred Securities, or the
Debentures, as the case may be, provided that the Company may limit such Reset
Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200
basis points (2%), as the case may be, of such Trust Preferred Security or
Debenture holders electing to have their Trust Preferred Securities or
Debentures remarketed, or of such Income PRIDES holders who have not early
settled the related Purchase Contracts and have failed to notify the Purchase
Contract Agent, on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, of their intention to settle the related
Purchase Contracts through Cash Settlement, for settlement on the Purchase
Contract Settlement Date, pursuant to the Remarketing Underwriting Agreement
with the Company, the Trust and the Purchase Contract Agent, substantially in
the form attached hereto as Exhibit A (with such changes as the Company, the
Purchase Contract Agent and the Remarketing Agent may agree
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upon, it being understood that changes may be necessary in the representations,
warranties, covenants and other provisions of the Remarketing Underwriting
Agreement due to changes in law or facts and circumstances). Pursuant to the
Remarketing Underwriting Agreement, the Remarketing Agent, either as the sole
remarketing underwriter or as the representative of a syndicate including the
Remarketing Agent and one or more other remarketing underwriters designated by
the Remarketing Agent, will agree, subject to the terms and conditions set forth
therein, that the Remarketing Agent and any such other remarketing underwriters
will purchase severally the Trust Preferred Securities or the Debentures, as the
case may be, to be sold by the holder or holders of Trust Preferred Securities
or Income PRIDES on the third Business Day immediately preceding the Purchase
Contract Settlement Date and use their reasonable efforts to remarket such Trust
Preferred Securities or the Debentures, as the case may be, (such purchase and
remarketing being hereinafter referred to as the "Remarketing"), at a price of
approximately 100.5% of such Trust Preferred Securities aggregate stated
liquidation amount plus any accrued and unpaid distributions (including any
deferred distributions) and in the case of Debentures, at a price of
approximately 100.5% of such Debentures aggregate principal amount plus any
accrued and unpaid interest (including any deferred interest). Notwithstanding
the preceding sentence, the Remarketing Agent shall not remarket any Trust
Preferred Securities or Debentures, as the case may be, for a price less than
100% of the aggregate stated liquidation amount or aggregate principal amount of
such Trust Preferred Securities or Debentures, respectively, plus accumulated
and unpaid distributions or accrued and unpaid interest, as the case may be. The
proceeds of such remarketing shall be paid to the Collateral Agent in accordance
with Section 4.6 of the Pledge Agreement and Section 5.4 of the Purchase
Contract Agreement (each of which Sections are incorporated herein by
reference).
Section 3. Fees. With respect to the Remarketing, the
Remarketing Agent shall retain as Remarketing Fee an amount not exceeding 25
basis points (.25%), of the aggregate stated liquidation amount of the
remarketed securities from any amount received in connection with such
Remarketing in excess of the aggregate stated liquidation amount or aggregate
principal amount of such remarketed Trust Preferred Securities or Debentures
plus any accrued and unpaid (including deferred) distributions or any accrued
and unpaid interest (including any deferred interest), as the case may be. In
addition, the Reset Agent shall receive from the Company a reasonable and
customary fee as the Reset Agent Fee (the "Reset Agent Fee"); provided, however,
that if the Remarketing Agent shall also act as the Reset Agent, then the Reset
Agent shall not be entitled to receive any such Reset Agent Fee. Payment of such
Reset Agent Fee shall be made by the Company on the third Business Day
immediately preceding the Purchase Contract Settlement Date in immediately
available funds or, upon the instructions of the Reset Agent by certified or
official bank check or checks or by wire transfer.
Section 4. Replacement and Resignation of Remarketing Agent.
(a) The Company may in its absolute discretion replace Merrill Lynch as the
Remarketing Agent and/or as the Reset Agent in its capacity hereunder by giving
notice prior to 3:00 p.m., New York City time, on the eleventh Business Day
immediately prior to the Purchase Contract Settlement Date. Any such replacement
shall become effective upon the Company's appointment of a successor to perform
the services that would otherwise be performed hereunder by the Remarketing
Agent and/or the Reset Agent. Upon providing such notice, the Company shall use
all reasonable efforts to appoint such a successor and to enter into a
remarketing agreement with such successor as soon as reasonably practicable.
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(b) Merrill Lynch may resign at any time and be discharged
from its duties and obligations hereunder as the Remarketing Agent and/or as the
Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the
eleventh Business Day immediately prior to the Purchase Contract Settlement
Date. Any such resignation shall become effective upon the Company's appointment
of a successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice
from the Remarketing Agent and/or the Reset Agent that it wishes to resign
hereunder, the Company shall appoint such a successor and enter into a
remarketing agreement with it as soon as reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent,
when acting hereunder or under the Remarketing Underwriting Agreement or acting
in its individual or any other capacity, may, to the extent permitted by law,
buy, sell, hold or deal in any of the Trust Preferred Securities or Debentures,
as the case may be. With respect to any Trust Preferred Securities or
Debentures, as the case may be, owned by it, the Remarketing Agent may exercise
any vote or join in any action with like effect as if it did not act in any
capacity hereunder. The Remarketing Agent, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act in any
capacity hereunder.
Section 6. Registration Statement and Prospectus. In
connection with the Remarketing, if and to the extent required (in the opinion
of counsel for either the Remarketing Agent or the Company) by applicable law,
regulations or interpretations in effect at the time of such Remarketing, the
Company shall use its reasonable efforts to have a registration statement
relating to the Trust Preferred Securities effective under the Securities Act of
1933 by the third Business Day immediately preceding the Purchase Contract
Settlement Date, shall furnish a current prospectus and/or prospectus supplement
to be used in such Remarketing by the remarketing underwriter or underwriters
under the Remarketing Underwriting Agreement, and shall pay all expenses
relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations.
(a) The obligations of the Remarketing Agent and any other remarketing
underwriters to purchase and remarket the Trust Preferred Securities or the
Debentures, as the case may be, shall be subject to the terms and conditions of
the Remarketing Underwriting Agreement.
(b) If at any time during the term of this Agreement, any
Indenture Event of Default or Declaration Event of Default, or event that with
the passage of time or the giving of notice or both would become an Indenture
Event of Default or Declaration Event of Default, has occurred and is continuing
under the Indenture or the Declaration, then the obligations and duties of the
Remarketing Agent under this Agreement shall be suspended until such default or
event has been cured. The Company will cause the Indenture Trustee and the
Institutional Trustee to give the Remarketing Agent notice of all such defaults
and events of which the Trustee is aware.
Section 8. Termination of Remarketing Agreement. This
Agreement shall terminate as to the Remarketing Agent on the effective date of
its replacement pursuant to Section 4(a) hereof or pursuant to Section 4(b)
hereof. Notwithstanding any such termination, the obligations set forth in
Section 3 hereof shall survive and remain in full force and effect until all
amounts payable under said Section 3 shall have been paid in full.
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Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent hereunder shall be determined
solely by the express provisions of this Agreement and the Remarketing
Underwriting Agreement.
Section 10. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof until
the first day thereafter on which no Trust Preferred Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations
of the Company hereunder may not be assigned or delegated to any other person
without the prior written consent of Merrill Lynch as the Remarketing Agent
and/or as the Reset Agent. The rights and obligations of Merrill Lynch as the
Remarketing Agent and/or as the Reset Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the Company.
This Agreement shall inure to the benefit of and be binding upon the Company and
Merrill Lynch as the Remarketing Agent and/or as the Reset Agent and their
respective successors and assigns. The terms "successors" and "assigns" shall
not include any purchaser of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be used
in the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or
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other communications shall be addressed as follows: if to the Company, to
Philadelphia Consolidated Holding Corp., One Bala Plaza, Suite 100, Bala
Cynwyd, PA 19004, Attention: Craig Keller, Chief Financial Officer and
Secretary; if to the Remarketing Agent or Reset Agent (if Merrill Lynch & Co. is
the Remarketing Agent or the Reset Agent), to c/o Merrill Lynch & Co. at Merrill
Lynch World Headquarters, World Financial Center, North Tower, New York, New
York 10281, Attention: Tony Ursano, Director, with a copy to Skadden, Arps,
Slate, Meagher & Flom LLP, 919 Third Avenue, New York, NY 10022, Attention: John
Osborn; and if to the Purchase Contract Agent, to The First National Bank of
Chicago, Corporate Trust Services Division, One First National Plaza, Suite
0126, Chicago IL 60670-0126, or to such other address as any of the above shall
specify to the other in writing.
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IN WITNESS WHEREOF, each of the Company and the Remarketing
Agent has caused this Agreement to be executed in its name and on its behalf by
one of its duly authorized officers as of the date first above written.
PHILADELPHIA CONSOLIDATED
HOLDING CORP.
By:
------------------------------------
Name:
Title:
PCHC FINANCING I
By:
------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:
------------------------------------
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO
not individually but solely as Purchase
Contract Agent and as attorney-in-fact
for the holders of the Purchase Contracts
By:
------------------------------------
Name:
Title:
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Exhibit A to
Remarketing Agreement
FORM OF REMARKETING UNDERWRITING AGREEMENT
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner, & Smith
Incorporated (the "Remarketing Underwriter") hereby agrees to purchase the
securities (the "Securities") as set forth in Schedule I hereto, that have been
tendered by the holders of the Income PRIDES for sale on _____ 16, 2001.
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the "Pledge
Agreement"), the underwriting agreement (the "Underwriting Agreement"), the
amended and restated declaration of trust (the "Declaration") and the indenture
(the "Indenture"), each as identified in Schedule I hereto.
2. Registration Statement and Prospectus. If required (in the
opinion of counsel to either the Remarketing Underwriter or the Company) by
applicable law, the Company and the Trust have filed with the Securities and
Exchange Commission, and there has become effective, a registration statement on
Form S-3 (No. 333- _____), including a prospectus, relating to the Securities.
Such registration statement, as amended to the date of this Agreement, is
hereinafter referred to as the "Registration Statement", the prospectus included
in the Registration Statement is hereinafter referred to as the "Basic
Prospectus" and the Basic Prospectus, as amended or supplemented to the date of
this Agreement to relate to the Securities and to the remarketing of the
Securities, is hereinafter referred to as the "Final Prospectus" (including in
each case all documents incorporated by reference).
3. Provisions Incorporated by Reference.
(a) Subject to Section 3(b), the provisions of the
Underwriting Agreement shall be incorporated, as applicable into this Agreement
and made applicable to the obligations of the Remarketing Underwriter, except as
explicitly amended hereby.
(b) With respect to the provisions of the Underwriting
Agreement incorporated herein, for the purposes hereof, (i) all references
therein to the "Underwriter" or "Underwriters" or the "Representative" or
"Representatives", as the case may be, shall be deemed to refer to the
Remarketing Underwriter; (ii) all references therein to the "Securities" which
are the subject thereof shall be deemed to refer to the Securities as defined
herein; (iii) all references therein to the "Closing Date" shall be deemed to
refer to the Remarketing Closing Date specified in Schedule I hereto (the
"Remarketing Closing Date"); (iv) all references therein to the "Registration
Statement" the "Basic Prospectus" and the "Final Prospectus" shall be deemed to
refer to the Registration Statement, the Basic Prospectus and the Final
Prospectus, respectively, as defined herein.
4. Purchase and Sale; Remarketing Underwriting Fee. Subject to
the terms and conditions and in reliance upon the representations and warranties
herein set forth or incorporated herein, the Remarketing Underwriter agrees to
purchase from the registered holder or holders thereof in the manner specified
in Section 5 hereof, the principal amount of Securities set forth in Schedule I
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hereto at a purchase price not less than 100% of such Securities, aggregate
stated liquidation amount or aggregate principal amount, as the case may be,
plus any accrued and unpaid distributions or interest, as applicable, thereon.
In connection therewith, the registered holder or holders thereof agree, in the
manner specified in Section 5 hereof, to pay to the Remarketing Underwriter a
Remarketing underwriting Fee equal to an amount not exceeding 25 basis points
(.25%), from any amount received in connection from such Remarketing in excess
of the aggregate stated liquidation amount or aggregate principal amount, as the
case may be, of the Securities.
5. Delivery and Payment. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on the
Remarketing Closing Date at the location and time specified in Schedule I hereto
(or such later date not later than five business days after such date as the
Remarketing representatives shall designate), which date and time may be
postponed by agreement between the Remarketing Underwriter, the Company, the
Trust and the [registered holder or holders thereof]. Delivery of the remarketed
Securities and payment of the Remarketing [Underwriting] Fee shall be made to
the Remarketing Underwriter [to or upon the order of the [registered holder or
holders of the Remarketed Securities] by certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in immediately
available funds] [in immediately available funds by wire transfer to an account
or accounts designated by the [Company] [Trustee] [registered holder or holders
of the remarketed Securities]] or, if the remarketed Securities are represented
by a Global Security, by any method of transfer agreed upon by the Remarketing
Underwriter and the Depositary for the Securities under the Declaration or
Indenture, as applicable.
[It is understood that any registered holder or, if the Securities are
represented by a Global Security, any beneficial owner, that has an account at
the Remarketing Underwriter and tenders its Securities through such account will
not be required to pay any fee or commission to the Remarketing Underwriter.]
If the Securities are not represented by a Global Security,
certificates for the Securities shall be registered in such names and
denominations as the Remarking Representatives may request not less than three
full business days in advance of the Remarketing Closing Date, and the Company,
the Trust and the [registered holder or holders thereof] agree to have such
certificates available for inspection, packaging and checking by the Remarketing
Underwriter in New York, New York not later than 1:00 p.m. on the Business Day
prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests,
consents or other communications given or made hereunder or pursuant hereto
shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or other communications shall be addressed as
follows: if to the Company, to Philadelphia Consolidated Holding Corp., One Bala
Plaza, Suite 100, Bala Cynwyd, PA 19004, Attention: Craig Keller, Chief
Financial Officer; if to the Remarketing Agent or Reset Agent, to c/o Merrill
Lynch & Co. at Merrill Lynch World Headquarters, World Financial Center, North
Tower, New York, New York 10281, Attention: Tony Ursano, Director, with a copy
to Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New
York 10022, Attention: John Osborn; and if to the Purchase Contract Agent, to
The First
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National Bank of Chicago, Corporate Trust Services Division, One First National
Plaza, Suite 0126, Chicago IL 60670-0126, or to such other address as any of the
above shall specify to the other in writing.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Remarketing Underwriters.
Very truly yours,
PHILADELPHIA CONSOLIDATED HOLDING CORP.
By:
------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:
------------------------------------
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO not individually but solely as Purchase
Contract Agent and as attorney-in-fact for the holders of the Purchase Contracts
By:
------------------------------------
Name:
Title:
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SCHEDULE I
Purchase Contract Agreement, dated as of
April __, 1998 by and between
Philadelphia Consolidated Holding Corp., a Pennsylvania corporation, and
The First National Bank of Chicago, a national banking
association
Pledge Agreement dated as of April __, 1998
by and between Philadelphia Consolidated Holding Corp. , a Pennsylvania
corporation, The First National Bank of Chicago,
a national banking association, and
the Chase Manhattan Bank
Amended and Restated Declaration of Trust dated as of April __, 1998 of PCHC
Financing I, a Delaware business trust
Indenture dated as of April __, 1998
by and between Philadelphia Consolidated Holding Corp., a Pennsylvania
corporation, and The First National Bank of Chicago
First Supplemental Indenture, dated as of April __,
1998 by and between Philadelphia Consolidated Holding Corp., a Pennsylvania
corporation, and The First National Bank of Chicago
Registration Statement No. 333- _______
Title of Securities: ___% Trust Originated Preferred
Securities of PCHC Financing I
Principal Amount of Securities: $
Underwriting Agreement, dated as of April __, 1998, among PCHC Financing I, and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
Remarketing [Underwriting] Fee: % ($ )
Remarketing Closing Date, Time and Location:
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