Name: Juan Carlos Alvarez
Name: Erik Deidan
Title:
Executive Vice President
Title:
Senior Vice President
By:
/s/ Luis Araneda
Name: Luis Araneda
Title:
Managing Director
ADDENDUM
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2
of the Agreement are Barclays Capital Inc. and J.P. Morgan Securities Inc.
2.
The addresses of the respective parties for purposes of
notices under Section 7.1 are as follows:
For the Issuer:
Address: 75 State Street, Boston, Massachusetts 02109
Attention: William Brundige
Telephone number: (617) 346-7338
For the Dealer:
Address: 45 East 53rd Street, New York, New York 10022
Attention: Erik Deidan
Telephone number: (212) 583-4647
Fax number: (212) 407-4580
16
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS ACQUIRING SUCH NOTES FOR INVESTMENT PURPOSES
ONLY AND IT IS NOT ACQUIRING SUCH NOTES WITH A VIEW TO ANY DISTRIBUTION THEREOF,
(III) IT HAS NOT PURCHASED THE NOTES AS A RESULT OF ANY GENERAL SOLICITATION OR
ADVERTISING (AS THOSE TERMS ARE USED IN REGULATION D UNDER THE ACT) OR IN ANY
MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE
ACT, (IV) IT IS NOT RELYING ON ANY COMMUNICATION (WRITTEN OR ORAL) OF THE ISSUER
AS INVESTMENT ADVICE OR AS A RECOMMENDATION TO PURCHASE THE NOTES, (V) IT IS
EITHER (A)(1) AN INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR
THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
(AN "INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL ACCREDITED
INVESTOR", RESPECTIVELY) AND (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS AND IS CAPABLE OF EVALUATING AND BEARING THE
ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5
MILLION IN TOTAL ASSETS OR INVESTMENTS AND (2)(i)
PURCHASING NOTES FOR ITS OWN
ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF THE
ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A
QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE
ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS,
EACH