SECURITIES, TO SUCH HOLDERS
AND PURCHASERS, COPIES OF THE INFORMATION REQUIRED TO BE DELIVERED TO HOLDERS
AND PROSPECTIVE PURCHASERS OF THE OFFERED SECURITIES PURSUANT TO RULE 144A(D)(4)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION THERETO) IN ORDER TO PERMIT
COMPLIANCE WITH RULE 144A IN CONNECTION WITH RESALES BY
8
SUCH HOLDERS OF THE OFFERED SECURITIES.
THE COMPANY WILL PAY THE EXPENSES OF
PRINTING AND DISTRIBUTING TO THE PURCHASERS ALL SUCH DOCUMENTS.
(C)
THE COMPANY WILL ARRANGE FOR THE QUALIFICATION OF THE OFFERED SECURITIES
FOR SALE AND THE DETERMINATION OF THEIR ELIGIBILITY FOR INVESTMENT UNDER THE
LAWS OF SUCH JURISDICTIONS IN THE UNITED STATES AND CANADA AS CSFB DESIGNATES
AND WILL CONTINUE SUCH QUALIFICATIONS IN EFFECT SO LONG AS REASONABLY REQUIRED
FOR THE RESALE OF THE OFFERED SECURITIES BY THE PURCHASERS, PROVIDED THAT THE
COMPANY WILL NOT BE REQUIRED TO QUALIFY AS A FOREIGN CORPORATION OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATE.
(D)
DURING THE PERIOD OF THREE YEARS HEREAFTER, THE COMPANY WILL FURNISH TO
CSFB AND, UPON REQUEST, TO EACH OF THE OTHER PURCHASERS, AS SOON AS PRACTICABLE
AFTER THE END OF EACH FISCAL YEAR, A COPY OF ITS ANNUAL REPORT TO SHAREHOLDERS
FOR SUCH YEAR; AND THE COMPANY WILL FURNISH TO CSFB AND, UPON REQUEST, TO EACH
OF THE OTHER PURCHASERS (I) AS SOON AS AVAILABLE, A COPY OF EACH REPORT AND ANY
DEFINITIVE PROXY STATEMENT IT FILED WITH THE COMMISSION UNDER THE EXCHANGE ACT
OR MAILED TO SHAREHOLDERS AND (II) FROM TIME TO TIME, SUCH OTHER INFORMATION
CONCERNING THE COMPANY OR THE COMPANY AS CSFB MAY REASONABLY REQUEST; PROVIDED
THAT UNLESS SPECIFICALLY SO REQUESTED, NO SUCH DOCUMENTS, REPORTS OR INFORMATION
SHALL BE REQUIRED TO BE FURNISHED TO CSFB OR THE OTHER PURCHASERS TO THE EXTENT
ANY SUCH DOCUMENT, REPORT OR INFORMATION IS READILY AVAILABLE ON THE INTERNET.
(E)
DURING THE PERIOD OF TWO YEARS AFTER THE CLOSING DATE, THE COMPANY WILL,
UPON REQUEST, FURNISH TO CSFB, EACH OF THE OTHER PURCHASERS AND ANY HOLDER OF
OFFERED SECURITIES A COPY OF THE RESTRICTIONS ON TRANSFER APPLICABLE TO THE
OFFERED SECURITIES.
(F)
DURING THE PERIOD OF TWO YEARS AFTER THE CLOSING DATE, THE COMPANY WILL NOT
PERMIT ANY OF ITS AFFILIATES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)
TO, RESELL ANY OF THE OFFERED SECURITIES THAT HAVE BEEN REACQUIRED BY ANY OF
THEM.
(G)
DURING THE PERIOD OF TWO YEARS AFTER CLOSING DATE, THE COMPANY WILL NOT BE
OR BECOME AN OPEN-END INVESTMENT COMPANY, UNIT INVESTMENT TRUST OR FACE-AMOUNT
CERTIFICATE COMPANY THAT IS OR IS REQUIRED TO BE REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT.
(H)
THE COMPANY WILL PAY ALL EXPENSES INCIDENTAL TO THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT, THE INDENTURE AND THE REGISTRATION RIGHTS
AGREEMENT, INCLUDING (I) THE FEES AND EXPENSES OF COUNSEL AND ACCOUNTANTS FOR
THE COMPANY AND OF THE TRUSTEE AND ITS PROFESSIONAL ADVISORS; (II) ALL EXPENSES
IN CONNECTION WITH THE EXECUTION, ISSUE, AUTHENTICATION, PACKAGING AND INITIAL
DELIVERY OF THE OFFERED