Re: Next

tommy is conmtributing 25. million dolloars work of
tommy motolla staock/// the cash is in adition... and
carries a 15%coupon... faith and tommy need to agree
on ewhat cash is needed

--- DKIESQ@aol.com wrote:

I Spoke with Mike Lieberman today. He, like Eric
Saks from Grubman'[s
office, believes that you are participating on TM's
side of the transaction.

Mike did not tell me that he is waiting for
information that he specifically
expects to receive from you. Rather, Mike said that
he is awaiting an
answer from any of TM, Eric Saks (TM's lawyer), you
or me as to the following
issues:

1. Originally, Mike was told that if the Italians

remain in the deal then
the deal is off. According to Lieberman, Faith and
Joel now find that the
Italians have no intention of terminating their
interests. Lieberman
therefore wants someone to confirm to him that the
deal can go forward even if the
Italians retain their interests and stay in the
deal.

2. Lieberman is still awaiting an explanation of

the sale or liquidation
allocation provisions proposed in the Term Sheet.
Specifically, the Term
Sheet proposes that on sale or liquidation of the
merged entity, the Next
principals will receive the first $25 MM and TM will
receive the next $25 MM.
Lieberman wants to know if the amount being
allocated to each of the Next
principals, on the one hand, and TM, on the other
hand, bears a relationship to
their respective cash contributions. He understands
that Next is arguably worth
$25 MM, but does not understand whether TM (or you)
is going to contribute
$25 MM to justify the $25 MM allocation to TM.
Lieberman wants to know whether
TM has any cash contribution obligations and, if
so, what those obligations
are. Lieberman further desires clarification as to
whether the amount
allocated to TM on sale or liquidation is supposed
to bear any relationship
whatsoever to the amount of cash that TM will be
obligated to contribute or whether
the $25 MM is an allocation that will be made
regardless of the amount of
cash, if any, contributed.

Lieberman said that he has separately asked me, you,
Faith and Eric Saks for
clarification on these issues and still has not been
able to receive any.
Lieberman does not want to move ahead without such
clarification.

Please tell me how you wish for me to proceed.

Darren

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