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Broker-Dealer Agreement, dated as of March 1, 1994, between the Initial Auction Agent and Smith Barney Shearson Inc. "Broker-Dealer Fee" shall have the meaning set forth in the Auction Agent Agreement. "Business Day" shall mean a day which is not a Saturday, Sunday or other day on which banking institutions in the state in which the principal corporate trust office of the Trustee or the principal office of the Auction Agent is located are closed or are required to close or a day on which the New York Stock Exchange is closed. "Change of Tax Law" shall mean, with respect to any Beneficial Owner of ARS or IRS, any amendment to, the Code or other statute enacted by the Congress of the United States or any temporary, proposed or final regulation promulgated by the United States Treasury after the Closing Date, which (i) changes or would change any deduction, credit or other allowance allowable in computing liability for any federal tax with respect to, or (ii) imposes or would impose or reduces or would reduce or increases or would increase any federal tax (including, but not limited to, preference or excise taxes) upon, any interest earned by any holder of bonds the interest on which is excluded from federal gross income under Section 103 of the Code. "Closed Period" shall mean each period (i) commencing at 11:00 a.m., New York City time, on the Business Day immediately preceding any Auction Record Date and ending immediately prior to the opening of business on the Auction Period Accrual Date succeeding such Auction Record Date and (ii) commencing at 11:00 a.m., New York City time, on a Redemption Record Date and ending immediately prior to the opening of business on the related redemption date. "Closing Date" shall mean March 23, 1994. "Code" shall mean the Internal Revenue Code of 1986, as from time to time amended. "Commercial Paper Dealers" shall mean Smith Barney Shearson Inc., its successors and assigns, and any other commercial paper dealer appointed as provided in Section 4(b) of this Appendix. "Day Count Basis" shall mean, with respect to Regular ARS and the calculation of any Service Charge, actual days elapsed in a year of 360 days and otherwise, the number of days elapsed on the basis of twelve 30-day months in a year of 360 days. "Defaulted Interest" shall mean interest on any Series 1994 Bond which is payable but is not punctually paid or duly provided for on any Interest Payment Date. LA1-63221.5 A-5