Credit Suisse Investment Banking Pitch Book

CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Fees and Expenses Funds Guarantee SUMMARY DESCRIPTION ▸ Solar shall pay Merger Co's expenses, up to $25 million, if Merger Co terminates due to the breach of a Solar representation, warranty or covenant ▸ Solar shall pay Merger Co a termination fee of $300 million if CREDIT FIRST SUISSE BOSTON . . Merger Co terminates due to the breach of a Solar representation, warranty or covenant, or either party terminates due to the failure to obtain the required stockholder approval, and (a) at or prior to the time of termination a competing proposal has been publicly announced that appears to have been bona fide and (b) no later than 12 months after such termination, Solar submits to its stockholders, enters into or completes a competing proposal . Merger Co terminates due to the occurrence of a Board Termination Act, or Solar terminates to accept a superior proposal, unless, in either case, such termination is in connection with the sale of Solar's availability services business, in which case the termination fee shall be $200 million ▸ Merger Co shall pay Solar a termination fee of $300 million if Solar terminates due to the breach of a Merger Co representation, warranty or covenant Solar terminates due to the failure to consummate the Merger by September 15, 2005, unless the financing marketing period has not ended before August 19, 2005, then by October 10, 2005, and Merger Co's conditions to close have been satisfied; or All the conditions to the obligations of Merger Co to close have been satisfied, and the Merger is not consummated on the last day of the financing marketing period ▸ The Funds affiliated with Merger Co will, on a several basis, provide separate guarantees for the obligations and liabilities of Merger Co under the Merger Agreement, up to their pro rata share of $300 million Source: Based on Shearman and Sterling draft as of March 26, 2005. 6

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