0504014 Informal Interpretation

From: (redacted)
Sent: Friday, April 22, 2005 10:33 AM
To: Verne, B. Michael
Subject: Confirmation email

Dear Mike,

As a follow up confirmation to our discussions yesterday, we have providedbelow a more detailed description drafted by our transactional lawyers toensure we included all the relevant facts for this transaction:

Company A agrees to acquire Company B for a fixed price, 70% of which will bein cash and 30% of which will be in Company A stock. The total stockconsideration to Company B's stockholders will represent only a 27.6% economicinterest, and a 5.7% voting interest, in Company A. Company B requires thestock received by its stockholders to be tax-free. To accomplish that, CompanyA will set up a new company (Holdco) that will have the same Board and seniormanagement as Company A, as well as two "dummy subsidiaries." Onedummy subsidiary will be eliminated by having it merge into Company A, andCompany A's stockholders immediately before that merger will be identical to(and become) Holdco's stockholders immediately after that merger. After thatmerger, the other dummy subsidiary will be eliminated by having it merge intoCompany B (the acquired company) for the cash and stock consideration outlinedabove. Both Company A and Company B are their own UPEs.

Based upon the description of the transaction we gave to you over the phone,you indicated that any Company B stockholders receiving more than $53.1 millionof Holdco stock in the second merger will have an HSR filing obligation and that the same would be true for Company Astockholders in the first merger, even where there has been no change in stockownership between Company A and Holdco. Could you let us know if there is anychange to that analysis based upon the description above?