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Bylaws
Bylaws (37K)
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4362949
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Bylaws
Bylaws (21K)
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4853041
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Contribution and Sale Agreement
Contribution and Sale Agreement (89K)
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CONTRIBUTION AND SALE AGREEMENT
----------
between
TAL INTERNATIONAL CONTAINER CORPORATION,
and
TAL ADVANTAGE I LLC
----------
Dated as of
August 1, 2005
================================================================================
TABLE OF . . .
1508309
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Credit Agreement
Credit Agreement (410K)
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CREDIT AGREEMENT
Dated as of November 3, 2004
among
TRANSAMERICA LEASING INC.,
as a Borrower,
TRANS OCEAN LTD.,
as a Borrower,
TRANS OCEAN CONTAINER CORPORATION,
as a Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as . . .
1508313
|
Citibank
As referenced in this Credit Agreement:
Citibank N.A. – of the Revolving Credit
Notes and the other Obligations in accordance with the provisions of Section
13.1 hereof.
Accounts Payable Account. Bank account number ____ maintained
by TLI at Citibank N.A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Acquisition. The acquisition by Container Holdings of all of
the Capital Stock of
_____________
Citibank N.A. – hereof and (ii) the two year anniversary of the Closing Date.
Base Rate. The higher of (a) the variable annual rate of
interest so designated from time to time by Citibank N.A. as its "prime rate",
such rate being a reference rate and not necessarily representing the lowest or
best rate being charged to any customer, and (b) one-half of
_____________
Citibank N.A. – such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the
-5-
Base Rate resulting from any changes in Citibank N.A. 's "prime rate" shall take
place immediately without notice or demand of any kind.
Base Rate Loans. All or any portion of any Loan bearing
interest calculated by reference
_____________
Citibank N.A. – as applicable.
Company. Any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).
Concentration Account. Bank account number 40523885 maintained
by TLI at Citibank N.A. and any replacement for such account established in
accordance with the terms of this Loan Agreement.
Concentration Limits. As of any date of determination, all of
the following:
(1)
_____________
Citibank N.A. – other government, or any department, commission, board,
bureau, agency, public authority or instrumentality thereof, or any court or
arbitrator.
Greybox Account. Bank account number 4074-8291 maintained by
TLI at Citibank N.A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Gross Lease Revenues. All of the following: (i) all income
(without reduction for
_____________
dt 1480015
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – dry
containers), cellular palletwide containers and all other types of containers
other than standard dry cargo containers.
S&P. Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., or any successor thereto.
State. Any state of the United States of America.
Stock Purchase Agreement. That certain Stock Purchase
Agreement, dated as of July 10, 2004, by and
_____________
dt 1518057
;
|
TLI
As referenced in this Credit Agreement:
TRANSAMERICA LEASING INC –
EXHIBIT 10.1
CREDIT AGREEMENT
Dated as of November 3, 2004
among
TRANSAMERICA LEASING INC .,
as a Borrower,
TRANS OCEAN LTD.,
as a Borrower,
TRANS OCEAN CONTAINER CORPORATION,
as a Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,
and
FORTIS BANK (
_____________
TRANSAMERICA LEASING INC – the Borrowers or the Subsidiaries
Schedule 9.8 Encumbrances or Restrictions on Borrowers and
Subsidiaries
CREDIT AGREEMENT
This CREDIT AGREEMENT is made as of November 3, 2004, by and among
TRANSAMERICA LEASING INC ., a corporation organized and existing under the laws
of the State of Delaware (together with its successors and permitted assigns,
"TLI"), TRANS OCEAN LTD., a corporation organized and existing
_____________
Transamerica Leasing Inc – A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Acquisition. The acquisition by Container Holdings of all of
the Capital Stock of Transamerica Leasing Inc . and Trans Ocean Ltd.
Acquisition Date. With respect to a Container, the date on
which a Borrower initially acquired such container.
Administrative Agent. Fortis acting as agent for the
_____________
Transamerica Leasing Inc – any holding company of Container Holdings,
TLI, TOL or TOCC pursuant to a registration statement filed with the Securities
and Exchange Commission (other than on Form S-8).
Purchased Entities. Transamerica Leasing Inc ., Trans Ocean
Ltd., Transamerica Leasing do Brasil Ltda., Trans Ocean Container Corporation,
Spacewise Inc., Transamerica Leasing N.V., Transamerica Leasing SRL, ICS
Terminals (UK) Limited, Trans Ocean Regional Corporate
_____________
Transamerica Leasing Inc – Management Fee or payments, advances
or dividends to any direct or indirect parent entity of a Borrower to
be used by such entity solely to pay the Management Fee.
TLI. Transamerica Leasing Inc ., a corporation organized under
the laws of the State of Delaware, and its successors and permitted assigns.
After the closing of the Transactions, the name of Transamerica Leasing Inc.
_____________
dt 1505024
;
 BNY
As referenced in this Credit Agreement:
Bank of New York, – System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by
_____________
dt 1589017
;
 Thacher Proffitt
As referenced in this Credit Agreement:
Thacher Proffitt – Agent's
office located at 3000 AS Rotterdam, The Netherlands, or at such other location
as the Administrative Agent may designate from time to time.
Administrative Agent's Special Counsel. Thacher Proffitt &
Wood LLP or such other counsel as may be approved by the Administrative Agent.
Administrative Questionnaire. An Administrative Questionnaire
in a form supplied by the Administrative Agent.
Affiliate.
_____________
dt 1363776
|
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Credit Agreement
Credit Agreement (226K)
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Credit Agreement
Credit Agreement (348K)
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EXECUTION VERSION
CREDIT AGREEMENT
Dated as of July 31, 2006
Among
TAL INTERNATIONAL CONTAINER CORPORATION,
as Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,
and
FORTIS CAPITAL CORP.,
as Loan . . .
2281971
|
Citibank
As referenced in this Credit Agreement:
Citibank N.A. – the "Loan Documents" (as defined in the Bank
Facility Credit Agreement).
Base Rate. The higher of (a) the variable annual rate of interest so
designated from time to time by Citibank N.A. as its "prime rate", such rate
being a reference rate and not necessarily representing the lowest or best rate
being charged to any customer, and (b) ne-half of
_____________
Citibank N.A. – on such transactions received by the Loan Servicer from
three funds brokers of recognized standing selected by the Loan Servicer.
Changes in the Base Rate resulting from any changes in Citibank N.A. 's "prime
rate" shall take place immediately without notice or demand of any kind.
Base Rate Loans. All or any portion of any Loan bearing interest
calculated by reference
_____________
Citibank, N.A. – of Section 2.5.1 hereof.
Collection Account Control Agreement. The Collection Account Credit
Agreement, dated as of July 31, 2006, by and among the Borrower, the Loan
Servicer and Citibank, N.A. , as securities intermediary.
7
Collection Period. Initially, the period commencing on the Closing
Date to and including August 31, 2006, and thereafter each calendar month.
Collections. With respect to
_____________
Citibank, N.A. – to which lessees are
instructed to make payments in respect of Eligible Containers and Eligible
Chassis. As of the Closing Date, the Concentration Account is the account
numbered 35537713 at Citibank, N.A.
Concentration Limits. As of any date of determination, with respect to
a Container, all of the clauses (1) through (4) and, with respect to a Chassis,
clauses (1), (2)
_____________
Citibank, N.A. – of the United States of
America.
Eligible Account. Any account maintained with the Loan Servicer or any
other financial institution satisfactory to the Lenders; notwithstanding the
foregoing, an account at Citibank, N.A. shall be deemed an Eligible Account.
Eligible Assignee. Any of the following: (i) a Lender; (ii) an
Affiliate of a Lender; (iii) any insurance company or commercial banking
institution,
_____________
dt 1481518
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill
Companies, Inc – high cube dry Containers), cellular palletwide
Containers and all other types of Containers other than Standard Containers.
S&P. Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc ., or any successor thereto.
Standard Chassis. All of the following types of Chassis: 20' Slider,
40' Gooseneck, 40'- 45' Extendable, 45' Gooseneck, 53' Chassis.
Standard Containers. All of the
_____________
dt 1520411
;
|
ISDA
As referenced in this Credit Agreement:
International Swaps and
Derivatives Association – its Subsidiaries selling such asset.
Federal Bankruptcy Code. Title 11, United States Code as in effect
from time to time (and any successor thereto).
Federal Reserve Swap Rate. The applicable International Swaps and
Derivatives Association (ISDA(R)) mid-market par swap rate (as published on
Reuters Page ISDAFIX(R)1).
19
Fee Letter. That certain fee letter, dated as of July 31, 2006, by
_____________
ISDA – Federal Bankruptcy Code. Title 11, United States Code as in effect
from time to time (and any successor thereto).
Federal Reserve Swap Rate. The applicable International Swaps and
Derivatives Association (ISDA (R)) mid-market par swap rate (as published on
Reuters Page ISDAFIX(R)1).
19
Fee Letter. That certain fee letter, dated as of July 31, 2006, by and
_____________
ISDA – time to time (and any successor thereto).
Federal Reserve Swap Rate. The applicable International Swaps and
Derivatives Association (ISDA(R)) mid-market par swap rate (as published on
Reuters Page ISDA FIX(R)1).
19
Fee Letter. That certain fee letter, dated as of July 31, 2006, by and
among the Borrower and the Lenders, as amended, supplemented or otherwise
modified
_____________
dt 1603320
;
BNY
As referenced in this Credit Agreement:
Bank of New York, – System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by
_____________
dt 1659214
;
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Employment Agreement
Employment Agreement (34K)
Doc #1508326: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated November 3, 2004,
is made by and between TAL International Group, Inc. (the "Company") and Brian
M. Sondey ("Executive").
WHEREAS, the Company desires to employ Executive and to enter into an
agreement embodying the terms of such employment;
WHEREAS, Executive desires to accept such employment on the terms
hereinafter set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other . . .
1508326
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Management Advisory Agreement
Management Advisory Agreement (21K)
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MANAGEMENT ADVISORY AGREEMENT
THIS MANAGEMENT ADVISORY AGREEMENT ("Advisory Agreement"), is executed
as of November 3, 2004 by and among Klesch & Company Limited (the "Advisor"),
TAL International Group, Inc., a Delaware corporation (the "Company"), and its
direct or indirect subsidiaries, including those party hereto (each are referred
to as a "Subsidiary" and collectively as the "Subsidiaries").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Advisor has and/or . . .
1508323
| |
TLI
As referenced in this Management Advisory Agreement:
Transamerica Leasing, Inc – excess of $1,250,000. Such fee will be paid
quarterly in arrears on each Payment Date (as defined in the Credit Agreement
dated as of November 3, 2004, among Transamerica Leasing, Inc ., Trans Ocean
Ltd., Trans Ocean Container Corporation, the Lenders party thereto and Fortis
Bank (Nederland) N.V. (the "Senior Credit Agreement"), starting with a payment
in respect of the
_____________
dt 1505025
|
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Management Agreement
Management Agreement (93K)
Doc #1508307: Click preview link for longer preview.
MANAGEMENT AGREEMENT
----------
between
TAL INTERNATIONAL CONTAINER CORPORATION
Manager
and
TAL ADVANTAGE I LLC
Owner
----------
Dated as of
August 1, 2005
TABLE OF . . .
1508307
| |
U.S. Bank, NA
As referenced in this Management Agreement:
U.S. Bank National Association
– to:
TAL International Container Corporation
100 Manhattanville Road
Purchase, New York 10577-2135
Attn: Chand Khan, Vice President and Chief
Financial Officer
Fax: (914) 697-2526
To the Indenture Trustee: U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: TAL Advantage I, LLC, Variable Rate
Secured Notes, Series 2005-1
Fax: 651-495-8090
To the Administrative Agent: Fortis Capital
_____________
dt 1343205
|
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Management Agreement
Management Agreement (91K)
Doc #3376103: Click preview link for longer preview.
3376103
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Second Supplemental Indenture
Second Supplemental Indenture (12K)
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3376095
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Stock Option Agreement
Stock Option Agreement (23K)
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1508329
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Stock Option Agreement
Stock Option Agreement (23K)
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1508332
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Stock Option Agreement
Stock Option Agreement (22K)
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1508333
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Stock Option Agreement
Stock Option Agreement (22K)
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1508335
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Stock Option Agreement
Stock Option Agreement (23K)
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1508336
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Stock Option Agreement
Stock Option Agreement (22K)
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1508337
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Stock Option Agreement
Stock Option Agreement (23K)
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1508338
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Stock Purchase Agreement
Stock Purchase Agreement (199K)
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STOCK PURCHASE AGREEMENT
by and between
TA LEASING HOLDING CO, INC.,
and
KLESCH & COMPANY LIMITED
Dated July 10, 2004
--------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is made as of July 10, 2004, by and
between TA LEASING HOLDING CO., INC., a . . .
1508312
|
AEGON
As referenced in this Stock Purchase Agreement:
AEGON N.V. – Purchaser shall have executed and delivered to Seller, the
Ancillary Agreements, each dated as of the Closing Date.
-43-
(d) Aegon Approval. Seller shall have received the approval of the
AEGON N.V. supervisory board (the "Aegon Approval") for the consummation of the
transactions contemplated by this Agreement.
Section 7.02 Conditions to Obligations of Purchaser. The obligations of
Purchaser to consummate the
_____________
dt 1691339
;
Forte Software
As referenced in this Stock Purchase Agreement:
Forte Software Inc. – or any other violation of the
Owned Intellectual Property (other than with respect to Terms 2000 (as defined
below)) or the License Agreements (other than that certain license agreement
between Forte Software Inc. and Transamerica Leasing Inc. (the "Forte License
Agreement")) or (ii) challenging any Person's ownership or use of, or the
validity, enforceability or registerability of, any Intellectual Property. No
_____________
dt 1684517
;
|
TLI
As referenced in this Stock Purchase Agreement:
Transamerica Leasing Inc – of the
Owned Intellectual Property (other than with respect to Terms 2000 (as defined
below)) or the License Agreements (other than that certain license agreement
between Forte Software Inc. and Transamerica Leasing Inc . (the "Forte License
Agreement")) or (ii) challenging any Person's ownership or use of, or the
validity, enforceability or registerability of, any Intellectual Property. No
Purchased Entity has brought
_____________
Transamerica
Leasing Inc – dilution or any other violation of Terms 2000 or
the Forte License Agreement. As used herein, "Terms 2000" shall refer to the
proprietary equipment tracking and billing system developed for Transamerica
Leasing Inc .
(g) The Purchased Entities have taken reasonable measures to protect
the confidentiality of the trade secrets included in Terms 2000. No trade
secrets included in Terms 2000 have been
_____________
Transamerica Leasing Inc – a) any breach of any representation or warranty of Seller contained in
this Agreement;
(b) any breach of any covenant of Seller contained in this Agreement;
(c) the sale by Transamerica Leasing Inc . of its minority interest in
Indian Container Leasing Co. Ltd.;
(d) the Restructuring or any Reorganized Subsidiary;
(e) litigation or claims relating to any business of the Seller or
_____________
dt 1678757
;
Cadwalader
As referenced in this Stock Purchase Agreement:
Cadwalader, – b) if to the Purchaser, to:
Klesch & Company Limited
105 Wigmore Street
London W1U 1QY
Attention: David Green
Fax Number: 011 44 (0)20 7493 2525
(with copies to:)
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, NY 10038
Attention: Louis J. Bevilacqua, Esq.
Fax Number: (212) 504-6666
or to such other person or address as
_____________
dt 1664325
;
Gibson Dunn
As referenced in this Stock Purchase Agreement:
Gibson, Dunn – collectively referred to in this Agreement as the "Acquisition".
Section 2.02 Closing; Effective Time. (a) The closing of the
Acquisition (the "Closing") shall take place at the offices of Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, New York, at 10:00 a.m. on the third
Business Day after the conditions set forth in Section 7.01
_____________
Gibson, Dunn – Perrelli
Fax Number: (847) 685-1146
Transamerica Finance Corporation
9399 West Higgins Road, Suite 600
Rosemont, IL 60018
Attention: Vincent Hillery, Esq.
Fax Number: (847) 685-1143
(with copies to:)
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
Attention: Stephanie Tsacoumis, Esq.
Fax Number: (202) 530-9613
or to such other person or address as
_____________
dt 1676249
|
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Underwriting Agreement
Underwriting Agreement (109K)
Doc #1508274: Click preview link for longer preview.
11,500,000 SHARES
TAL INTERNATIONAL GROUP, INC.
COMMON STOCK
UNDERWRITING AGREEMENT
October , 2005
CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
JEFFERIES & COMPANY, INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. . . .
1508274
|
CSFB LLC
As referenced in this Underwriting Agreement:
CREDIT SUISSE FIRST BOSTON LLC –
11,500,000 SHARES
TAL INTERNATIONAL GROUP, INC.
COMMON STOCK
UNDERWRITING AGREEMENT
October , 2005
CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
JEFFERIES & COMPANY, INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-
_____________
Credit Suisse First Boston LLC – INTERNATIONAL GROUP, INC.
COMMON STOCK
UNDERWRITING AGREEMENT
October , 2005
CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
JEFFERIES & COMPANY, INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston LLC ,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. TAL International Group, Inc., a Delaware corporation
("COMPANY"), proposes to issue and sell 11,500,000
_____________
Credit Suisse First Boston LLC – the Underwriters, against payment of the purchase price in
Federal (same day) funds by official bank check or checks or wire transfer to an
account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") drawn to
the order of the Company, at the office of Cravath, Swaine & Moore LLP,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, 10019, at 10:
_____________
Credit Suisse First Boston LLC – Offered
Securities.
10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston LLC , Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it
_____________
CREDIT SUISSE FIRST BOSTON LLC – on
Behalf of Each of the Selling
Stockholders Named on Schedule
A hereto.
20
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
CREDIT SUISSE FIRST BOSTON LLC ,
By
-----------------------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES INC.,
By
-----------------------------------------------
Name:
Title:
By
-----------------------------------------------
Name:
Title:
JEFFERIES & COMPANY, INC.,
By
-----------------------------------------------
Name:
Title:
Acting on behalf of themselves and as the
Representatives
_____________
dt 1351656
;
Deutsche Bank
As referenced in this Underwriting Agreement:
DEUTSCHE BANK SECURITIES INC –
11,500,000 SHARES
TAL INTERNATIONAL GROUP, INC.
COMMON STOCK
UNDERWRITING AGREEMENT
October , 2005
CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC .
JEFFERIES & COMPANY, INC.
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston LLC,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1.
_____________
DEUTSCHE BANK SECURITIES INC – Named on Schedule
A hereto.
20
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
CREDIT SUISSE FIRST BOSTON LLC,
By
-----------------------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES INC .,
By
-----------------------------------------------
Name:
Title:
By
-----------------------------------------------
Name:
Title:
JEFFERIES & COMPANY, INC.,
By
-----------------------------------------------
Name:
Title:
Acting on behalf of themselves and as the
Representatives of the several Underwriters
21
SCHEDULE A
_____________
Deutsche Bank Securities Inc – 1
SCHEDULE A-1
NUMBER OF
OPTIONAL
SECURITIES TO
SELLING STOCKHOLDER BE SOLD
------------------- -------
Total......................................
2
SCHEDULE B
NUMBER OF
FIRM SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------
Credit Suisse First Boston LLC.........................
Deutsche Bank Securities Inc ...........................
Jefferies & Company, Inc...............................
UBS Securities LLC.....................................
Robert W. Baird & Co. Incorporated ....................
Morgan Keegan & Company, Inc. .........................
Fortis Securities LLC..................................
Total....................... 11,500,000
==========
3
SCHEDULE C
SIGNIFICANT
_____________
dt 1377383
;
|
UBS Securities
As referenced in this Underwriting Agreement:
UBS Securities LLC – TO
SELLING STOCKHOLDER BE SOLD
------------------- -------
Total......................................
2
SCHEDULE B
NUMBER OF
FIRM SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------
Credit Suisse First Boston LLC.........................
Deutsche Bank Securities Inc...........................
Jefferies & Company, Inc...............................
UBS Securities LLC .....................................
Robert W. Baird & Co. Incorporated ....................
Morgan Keegan & Company, Inc. .........................
Fortis Securities LLC..................................
Total....................... 11,500,000
==========
3
SCHEDULE C
SIGNIFICANT SUBSIDIARIES OF TAL INTERNATIONAL GROUP, INC.
Name
_____________
dt 1420703
;
Cravath
As referenced in this Underwriting Agreement:
Cravath, Swaine – or checks or wire transfer to an
account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") drawn to
the order of the Company, at the office of Cravath, Swaine & Moore LLP,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, 10019, at 10:00 A.M.,
New York time, on 2005, or at such other time not
_____________
Cravath, Swaine – will be in definitive
form, in such denominations and registered in such names as CSFB requests and
will be made available for checking and packaging at the above office of
Cravath, Swaine & Moore LLP at least 24 hours prior to the First Closing Date.
In addition, upon written notice from CSFB given to the Company and the
Selling Stockholders from
_____________
Cravath, Swaine – by official bank check
or checks or wire transfer to an account at a bank acceptable to CSFB drawn to
the order of the Custodian, at the above office of Cravath, Swaine & Moore LLP.
The certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names
_____________
Cravath, Swaine – registered in
such names as CSFB requests upon reasonable notice prior to such Optional
Closing Date and will be made available for checking and packaging at the above
office of Cravath, Swaine & Moore LLP at a reasonable time in advance of such
Optional Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the
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Cravath,
Swaine – Stockholder and (ii) an opinion,
dated such Closing Date, of counsel for the Selling Stockholders,
substantially in the form of Exhibit C hereto.
(f) The Representatives shall have received from Cravath,
Swaine & Moore LLP, counsel for the Underwriters, such opinion or
opinions, dated such Closing Date, with respect to the incorporation of
the Company, the validity of the Offered Securities
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dt 1346423
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