Fill and Sign the Form and Instructionsfederal Trade Commission

8.12[1] Long FormTO: FROM: DATE: RE: (Applicable Transaction); Hart-Scott-Rodino Premerger Notification and Report Form We are preparing to file a Premerger Notification and Report Form with respect to the above transaction (the "HSR Form"). Pursuant to the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), this filing must be made with government antitrust agencies and a thirty- (30-) day waiting period must be observed to give the government an opportunity to investigate the transaction if they so choose. Item 4(c) of the HRS Form requires us, among other things, to submit: "All studies, surveys, analyses and reports which were prepared by or for officer(s) or Director(s) . . . for the purpose of evaluating or analyzing the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth or expansion into products or geographic markets . . . ." Please note the important limitations that only "studies, surveys, analyses and reports" prepared for the specific purpose of evaluating or analyzing this transaction with respect to the listed subjects must be produced. In addition, the required documents must have been prepared by or for an officer or director. Please also note that government interpretation includes documents such as offering memoranda prepared by investment bankers, hard copies of slide presentations, and e-mail messages. Documents prepared by an attorney for an officer or director may be withheld as privileged. However, the privilege must be asserted and a statement of reasons for noncompliance must be submitted. The HSR Form and documentary attachments are not available to the public at any time. Antitrust "due diligence" requires us to check with all persons who may have any such documents. There are civil and criminal penalties for failure to comply with the HSR Act's requirements, and the transaction itself can be delayed unless we comply fully. If you have any files or know of any documents that concern this transaction, they should be submitted to me for review immediately. You should not attempt independently to determine whether any documents fall within the category that must be produced. Also, if you know of anyone on your staff or anyone else who may have such documents, please let me know as soon as possible. As you probably know, we are endeavoring to expedite the closing of this transaction, so your immediate attention to this matter is requested. Please contact me if you have any questions.