Credit Suisse Investment Banking Pitch Book

CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Termination SUMMARY DESCRIPTION ▸ By the mutual written consent of Solar and Parent ▸ By either Solar or Parent if ■ CREDIT FIRST SUISSE BOSTON The Merger is not consummated on or before (September 15, 2005], unless the financing marketing period ends in the period from August 19, 2005 to September 2, 2005, then on ar before [September 30, 2005) (so long as the failure to consummate the Merger is not due to a breach by the terminating party) . The required approval of Solar's stockholders is not obtained A final and non-appealable governmental order prohibits the consummation of the Merger, or There is a breach of the representations, warranties or covenants of the other party, which breach would cause the failure of a condition, and such breach is not, or cannot be, cured within 30 days of notice ▸ By Parent if Solar's board of directors (a) modifies, changes or withdraws its recommendation of the Merger, (b) recommends or approves a competing acquisition proposal, (c) within 5 business days of first announcement of a tender offer for Solar's shares, takes any position on such offer other than recommending rejection of such offer, or (d) fails to include its recommendation of the Merger in the proxy statement distributed to Solar's stockholders (each a "board termination act') ▸ By Solar if: . . Solar receives a superior acquisition proposal, so long as (a) Solar gives Parent an opportunity to match such proposal and (b) Parent fails to match such proposal within five business days (subject to a 2 business day extension upon certain amendments to the superior acquisition proposal) Conditions to the obligations of Parent and Merger Sub to close the Merger 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 (b) the third business day after Parent has obtained the high yield financing; or Parent fails to waive its right not to close due to a Market MAC within a certain period after Solar requests that Parent do so Source: Based on Shearman and Sterling draft as of March 22, 2005 5

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