Subject: Re:
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Mon, 24 Dec 2001 08:46:28 -0800 (PST)

The objective seems to have gotten alittle lost here.

We want the terms to be firm and as specific as the version we had on Friday (although I take point about arbitration and vesting of rest stock - although we have to insert something in here). Bear in mind Umbrella had agreed to these terms and Mark M and Lance were to run them passed Top Gun. Presuming they did, seems to me it is reasonable to assume this is what the deal will actualy be (Lance also mentioned creditor committee had seen Umbrella's term sheet last week).

 The covering memo should be explicit in asking the ee to confirm that if a deal was presented in substantially these terms, they would sign them. The wording needs to be tight and regardless of it's enforceability make above clear. In other words let's make it look as binding as we can.

If we really can't do above let's say so and we can look at plan b. John, it may be best we can achieve here is an indicative draft which we talk with top 20 about and tee them up for real thing circa Jan 10. However let's wait and see if we can get one more draft done for Weds.

David
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