Execution copy
discretion of CSFB, be deemed to be a Reference
Dealer.
Reference Price is in relation to the valuation of any Security on
any date:
the last regular way trade on the
Exchange for that Security as at Close of
Business (without regard to any "after
hours" trading) on the date of such
valuation (except that the final
Reference Price shall be fixed as of the
Closing Date); or
(ii) if Reference Dealers is specified as the
Exchange for a Security then as
determined by CSFB as follows:
(a) Where Reference Dealers include one
or more exchange(s), the Reference
Price shall be the official closing
price of the Securities as quoted by
any such exchange at the
commercially reasonable discretion of
CSFB; and
(b) Where Reference Dealers does not
include one or more exchange(s),
CSFB will request each Reference
Dealer to provide firm quotations
(including accrued but unpaid
interest) to purchase the full Number
of Securities. If three quotations or
fewer are provided, the Reference
Price shall be the arithmetic mean of
the quotations without discarding the
highest and lowest quotations, or the
single quotation, as the case may be.
If no quotations are provided, CSFB
shall determine the Reference Price in
its commercially reasonable
discretion; or
(iii) if for any reason no such quotation is
available (or if CSFB reasonably
concludes that such last regular way
trade price is not a fair reflection of
market value because, for example, it is
out of the range of immediately
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Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00061204
EFTA01581780