Citi Investment Banking Pitch Book

Financing Alternatives 21 Benefits Considerations Finance Entirely at Charlie Protects other Papa asset ◆ Ties incremental indebtedness directly to investment Established public registrant and will remain so unless Charlie public debt refinanced • Papa can contribute capital (from additional Papa borrowings and Papa asset sales as equity) as desired Systems already in place for reporting requirements and investor relations ◆ Less cash flow than at combined entity Current leverage levels appear to push Charlie into high yield on a purely quantitative basis Finance Entirely at Papa Stronger credit profile at pro forma entity ◆ High free cash flow from non-Charlie can be used to reduce overall indebtedness Diversity of assets and cash flow will be viewed favorably by capital providers and credit agencies ◆ Free cash flow from Charlie can be used for other corporate purposes All Papa assets will be encumbered with additional indebtedness ◆ Pro forma leverage levels appear to move Papa to a strong high yield credit ◆ Likely to need access to public capital markets to ensure adequate funding ◆ In most, if not all cases, likely to require additional disclosure Raising $10 billion of capital at Papa likely to required increased contact with debt investors by Papa management Best alternative combines financing at both Papa and Charlie DRAFT 29-Jun-04 citigroup

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