Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Preliminary Summary of Transaction Terms (Cont'd)
TERM
Material Adverse Change:
Market MAC
Lender MAC
SUMMARY DESCRIPTION
► MAC includes the following carve-outs:
(1)
a change in general economic or financial market conditions that does not have a
disproportionate effect on Solar
(ii) any act of terrorism or war that does not have a disproportionate effect on Solar
(ii) the announcement of the execution of the Merger Agreement or the pendency or
consummation of the Merger, and
(iv) compliance with the terms of, or the taking of any action required by the Merger Agreement
CREDIT FIRST
SUISSE BOSTON
▸ Any general suspension of trading in, or limitation on prices for securities on the NYSE for three
or more consecutive business days
▸ The declaration of a banking moratorium or any suspension of payments in respect of banks in
the United States generally for three or more consecutive business days
► The commencement or material escalation of a war, armed hostilities or other international or
national crisis directly or indirectly involving the United States or any of its territories, including
any acts of terrorism, domestic or foreign, or a national or international economic or financial
crisis that results in a material disruption or material adverse change in the United States
commercial credit, debt capital or commercial mortgage-backed securities markets for a period
of three or more consecutive business days, and
▸ Any limitation by any governmental authority which prohibits the extension of credit by banks or
other lending institutions in the United States generally that prevents a lender from providing the
financing for the Merger for a period of three or more consecutive business days
▸ A restriction on lending imposed by a regulatory authority, court or agency on, or a petition of
bankruptcy, insolvency or reorganization filed by or against, any lender or lenders providing at
least 25% of the financing contemplated by the debt commitment letters which prevents such
lender or lenders from providing such financing and which, in the case of any petition filed against
any such lender or lenders, is not dismissed within 10 days of being filed
Source: Based on Shearman and Sterling draft as of March 22, 2005,View entire presentation