Kay:

I am attaching a blackline of the Letter Agreement that includes
Marguerite's latest changes so that your tax/accounting specialists may
review Section 5(e) (which deals with deemed refunds and deemed payments).
Although we are still reviewing the Letter Agreement and the other
transaction documents, we wanted to alert you to Section 5(e) so that we
could discuss this provision with you on the 12:30 call.

Thanks,

John and Marisa

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