0207008 Informal Interpretation

From:(Redacted)

To:Mike Verne

Date:7/16/02 5:10PM

Subject:Valuation question

Hi Mike.

Company A executed a "forward purchase agreement" with individual B. Pursuant to the Agreement, Company A paid individual B $125 million for the right to receive voting securities of Company C at some date in the future. That future date is now approaching and Company A will soon take delivery of the Company C stock. The current market value of the Company C stock to be received is $13 million. Is Company A stuck with the "purchase price" of $125 million that it paid years earlier for the right to receive this stock?

Thanks,

(Redacted)