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 Parent's expenses, up to $25 million if Parent terminates due to the breach of a Solar representation, warranty or covenant ▸ Solar shall pay Parent a termination fee of $300 million if CREDIT FIRST SUISSE BOSTON Parent 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 is reasonably likely to have caused the approval of Solar's stockholders not to have been obtained and (b) no later than 12 months after such termination, Solar enters into a definitive agreement with respect to a transaction Parent 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 ▸ Parent shall pay Solar a termination fee of $300 million if. Solar terminates due to the breach of a Parent or Merger Sub representation, warranty or covenant Solar terminates due to the failure to consummate the Merger by [September 15, 2005], unless the financing marketing period ends in the period from August 19, 2005 to September 2, 2005, then by [September 30, 2005), and Parent's and Merger Sub's conditions to close have been satisfied, or All the conditions to the obligations of Parent and Merger Sub to close have been satisfied and the Merger is not consummated on the earlier of (a) the last day of the 15 business day financing marketing period and the third business day after Parent has obtained the high yield financing [The Funds affiliated with Parent will jointly and severally, provide a guarantee for the obligations and liabilities of Parent and Merger Sub under the Merger Agreement, up to a maximum amount of $300 million] Source: Based on Shearman and Sterling draft as of March 22, 2005. 6

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