Question
From: (redacted)
Sent:Thursday, October 20, 2005 9:50 AM
To:Verne, B. Michael
Subject: RE: HSR Questions - Signatories to LOI, Content of Certification, andItem 3(d) Attachments
Please advise as to the additional points noted below:
1. The LOI for the contribution of A's voting securities to Holdco is executedby A's senior executive officer, the Funds, and another officer/shareholder.These signatories collectively own a majority of A's voting securities. Wepresume that each of the other individual or Fund shareholders of A need notexecute same for thee LOI to be used as the basis for the parties' HSR Forms.
The LOI for the contribution of voting securities of B and C is executed by theindividual who is the controlling shareholder of B and C, in his capacity asCEO of B and C, but not by the other individual shareholders of B and C. Wealso presume that this LOI may be used as the basis for the parties' HSR Forms.
2. We presume that it is sufficient for A's senior executive officer to certifythat A has a good faith intention to complete the transaction. Please advise ifthe certifications also should make the same certification for the shareholdersof A. The same point applies to the certification by the UPE of B and C withrespect to the other shareholders of B and C.
3. Please advise if the individual who is the UPE of B and C is required toattach the LOI for the contribution of A's shares to Holdco to that person'sForm, even though that individual, and B and C, are not parties to that LOI.