REMARKETING AGREEMENT

 

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                                                                   Exhibit 10.58

 

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                              REMARKETING AGREEMENT

 

                                     BETWEEN

 

                       PRIORITY FULFILLMENT SERVICES, INC.

                                 (THE "OBLIGOR")

 

                                       AND

 

                               COMERICA SECURITIES

                            (THE "REMARKETING AGENT")

 

                          DATED AS OF NOVEMBER 1, 2004

 

                                   RELATING TO

 

                                   $5,000,000

                    MISSISSIPPI BUSINESS FINANCE CORPORATION

                 TAXABLE VARIABLE RATE DEMAND LIMITED OBLIGATION

                           REVENUE BONDS, SERIES 2004

                  (PRIORITY FULFILLMENT SERVICES, INC. PROJECT)

 

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                                TABLE OF CONTENTS

 

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Section 1.    Duties................................................................    1

 

Section 2.    Disclosure Statement..................................................    2

 

Section 3.    Indemnification and Contribution......................................    2

 

Section 4.    Fees and Expenses.....................................................    4

 

Section 5.    Remarketing Agent Not Liable for Failures by Purchasers of Bonds......    4

 

Section 6.    Representations and Warranties of the Obligor.........................    4

 

Section 7.    Termination...........................................................    5

 

Section 8.    Miscellaneous.........................................................    5

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                              REMARKETING AGREEMENT

 

      THIS REMARKETING AGREEMENT (the "Agreement") dated as of November 1, 2004

by and between PRIORITY FULFILLMENT SERVICES, INC., a Delaware corporation (the

"Obligor") and COMERICA SECURITIES (the "Remarketing Agent").

 

      WHEREAS, the Mississippi Business Finance Corporation (the "Issuer") has

appointed the Remarketing Agent (and the Remarketing Agent hereby accepts the

appointment) as Remarketing Agent under the Trust Indenture dated as of the date

of this Agreement (the "Indenture") between the Issuer and U.S. Bank National

Association, as trustee (the "Trustee"), relating to the Issuer's $5,000,000

principal amount Taxable Variable Rate Demand Limited Obligation Revenue Bonds,

Series 2004 (Priority Fulfillment Services, Inc. Project) (the "Bonds"); and

 

      WHEREAS, the Obligor has entered into a Loan Agreement dated as of the

date of this Agreement (the "Loan Agreement") between the Issuer and the

Obligor; and

 

      WHEREAS, the Remarketing Agent has been appointed by the Issuer to use its

best efforts to remarket the Bonds subject to optional or mandatory purchase and

to determine the interest rate necessary to remarket the Bonds at par; and

 

      WHEREAS, the Obligor and Remarketing Agent desire to make additional

provisions regarding the Remarketing Agent's role as Remarketing Agent for the

Bonds with respect to its obligations described in Section 203 of the Indenture.

Terms used in this Agreement without being defined have the meanings given them

in the Indenture.

 

      NOW, THEREFORE, the Obligor and Remarketing Agent hereby agrees as

follows:

 

      SECTION 1. DUTIES.

 

            (a) The Remarketing Agent will perform the duties specified as

Remarketing Agent under the Indenture, including, but not limited to, the

determination of interest rates as set forth in Section 110 of the Indenture and

the remarketing of the Bonds as set forth in Section 203 of the Indenture.

Unless the Remarketing Agent is otherwise directed in writing by the Obligor and

except as provided in the next paragraph, the Remarketing Agent shall use its

best efforts to remarket Bonds subject to optional or mandatory purchase under

Sections 201 and 202 of the Indenture, respectively. Bonds which are subject to

mandatory purchase on the Conversion Date, a proposed Conversion Date or a

Substitution Date shall be remarketed by the Remarketing Agent only to a buyer

to whom the Remarketing Agent has delivered, at the time of such remarketing, a

copy of the notice of conversion or notice of delivery of a Substitute Credit

Facility, as applicable, pursuant to Section 113(b) of the Indenture. In the

event the Bonds are remarketed pursuant to a mandatory purchase on the

Conversion Date, a proposed Conversion Date or a Substitution Date, the

Remarketing Agent shall be entitled to a fee (mutually agreed upon with the

Obligor prior to the commencement of the remarketing) in addition to the annual

remarketing fee received pursuant to Section 4 hereof. In acting as Remarketing

Agent, the

 

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Remarketing Agent will act as agent and not as principal except as expressly

provided in this Section 1.

 

            (b) The Remarketing Agent may, if it determines to do so in its sole

discretion, buy as principal, but it will not in any event be obligated to do

so, and if it buys Bonds it will have the same rights as would any other person

holding the Bonds.

 

      SECTION 2. DISCLOSURE STATEMENT. If the Remarketing Agent determines that

it is necessary or desirable to use a disclosure statement in connection with

its offering of Bonds (a "Disclosure Statement"), and in any event upon

conversion of the interest rate on the Bonds to a Fixed Rate, the Remarketing

Agent will notify the Obligor and the Obligor will provide the Remarketing Agent

with a Disclosure Statement satisfactory to the Remarketing Agent and its

Counsel in respect of the Bonds. The Obligor will supply the Remarketing Agent,

at the Obligor's expense, with such number of copies of the Disclosure Statement

as the Remarketing Agent requests from time to time and will amend the document

with respect to the Obligor and any summary of documents the amendment of which

was approved by the Obligor (and/or the documents incorporated by reference in

it) so tha