THE RESALE OF SUCH OFFERED SECURITIES HAS BEEN MADE
IN RELIANCE UPON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY RULE 144A.
(E)
EACH OF THE PURCHASERS SEVERALLY REPRESENTS AND AGREES THAT (I) IT HAS NOT
OFFERED OR SOLD AND PRIOR TO THE EXPIRY OF A PERIOD OF SIX MONTHS FROM THE
CLOSING DATE, WILL NOT OFFER OR SELL ANY OFFERED SECURITIES TO PERSONS IN THE
UNITED KINGDOM EXCEPT TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT)
FOR THE PURPOSES OF THEIR BUSINESSES OR OTHERWISE IN CIRCUMSTANCES WHICH HAVE
NOT RESULTED AND WILL NOT RESULT IN AN OFFER TO THE PUBLIC IN THE UNITED KINGDOM
WITHIN THE MEANING OF THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995; (II) IT
HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR
CAUSE TO BE COMMUNICATED ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT
ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (THE "FSMA")) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF
ANY OFFERED SECURITIES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES
NOT APPLY TO THE COMPANY; AND (III) IT HAS COMPLIED AND WILL COMPLY WITH ALL
APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN
RELATION TO THE OFFERED SECURITIES IN, FROM OR OTHERWISE INVOLVING THE UNITED
KINGDOM.
5.
CERTAIN AGREEMENTS OF THE COMPANY.
THE COMPANY AGREES WITH THE SEVERAL
PURCHASERS THAT:
(A)
THE COMPANY WILL ADVISE CSFB PROMPTLY OF ANY PROPOSAL TO AMEND OR
SUPPLEMENT THE OFFERING DOCUMENT AND WILL NOT EFFECT SUCH AMENDMENT OR
SUPPLEMENTATION WITHOUT CSFB'S CONSENT.
IF, AT ANY TIME PRIOR TO THE COMPLETION
OF THE RESALE OF THE OFFERED SECURITIES BY THE PURCHASERS, ANY EVENT OCCURS AS A
RESULT OF WHICH THE OFFERING DOCUMENT AS THEN AMENDED OR SUPPLEMENTED WOULD
INCLUDE AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, THE COMPANY PROMPTLY
WILL NOTIFY CSFB OF SUCH EVENT AND PROMPTLY WILL PREPARE, AT ITS OWN EXPENSE, AN
AMENDMENT OR SUPPLEMENT WHICH WILL CORRECT SUCH STATEMENT OR OMISSION. NEITHER
CSFB'S CONSENT TO, NOR ITS DELIVERY TO OFFEREES OR INVESTORS OF, ANY SUCH
AMENDMENT OR SUPPLEMENT SHALL CONSTITUTE A WAIVER OF ANY OF THE CONDITIONS SET
FORTH IN SECTION 6.
(B)
THE COMPANY WILL FURNISH TO CSFB COPIES OF ANY PRELIMINARY OFFERING
CIRCULAR, THE OFFERING DOCUMENT AND ALL AMENDMENTS AND SUPPLEMENTS TO SUCH
DOCUMENTS, IN EACH CASE AS SOON AS AVAILABLE AND IN SUCH QUANTITIES AS CSFB
REQUESTS.
AT ANY TIME WHEN THE COMPANY IS NOT SUBJECT TO SECTION 13 OR 15(D) OF
THE EXCHANGE ACT, THE COMPANY WILL PROMPTLY FURNISH OR CAUSE TO BE FURNISHED TO
CSFB (AND, UPON REQUEST, TO EACH OF THE OTHER PURCHASERS) AND, UPON REQUEST OF
HOLDERS AND PROSPECTIVE PURCHASERS OF THE OFFERED