Question
From: (redacted)
Sent: Wednesday, October 03, 2007 4:39 PM
To: Verne, B. Michael
Subject: FW: 3(d) Question
Hi,Mike,
Werepresent Company A which has entered into a letter agreement to acquireCompany B and are seeking confirmation that such letter will suffice for our3(d).
Theletter of intent:
1. Refers generally to a proposed acquisitiontransaction whereby Company A will acquire Company B;
2. Contains an exclusivity period during which Company Bwill not entertain any other transactions or bidders;
3. References the intent of the parties to negotiate adefinitive acquisition agreement for the proposed acquisition;
4. Is signed by both parties;
5. Notes that neither party has the obligation toproceed with a transaction until a definitive agreement is signed by both parties.
The letter does not, however, make reference to apurchase price, but as noted above, it does reference the intent of the parties to negotiate a definitiveagreement. I think the parties may file on the basis of this agreement. Pleaselet me know if you agree.