D.PORTHAULT - Summary of key issues 1. Critical, winning acquisition criteria Based on various communications with both Mandataire Judiciaire and Administrator, key decision factors are: 100% employment guarantee at the Cambrai production site (HR costs: approx. EUR 120 k incl. social charges) - Repayment of all social and state charges (EUR 1.1m) - Long term (3-4 years), valid BP and strategy - Investor's "soft- factors and credentials ("What does he bring to the business?") 2. Debt break-down Social charges and taxes General Suppliers and prof. services (uncontested) Montaigne Lease Cambrai Lease (CM CIC) TOTAL (in EUR '000's) 1,100 1. The Montaigne lease debt must to be settled if one wishes to preserve the right to sell the key fee. A firm EUR 3.7m, EUR 1.8m annual lease offer is in the hands of realtor. Agreement 514 with landlord to sell key is still pending (meeting in next few days), however he previously indicated that he would, based on 900 incremental revaluation of lease of 40%, which potential buyers 586 2 have also agreed to. Also refer to protective 2.5 clause of lease 3,100 agreement. Question: Does the bank guarantee of EUR 700k also needs to be rebuilt to avoid lease "resiliation"? 2. Include capital repayment of EUR 261k, which was suspended during the interest only "Redressement" period (see legal issues below) 3. Acquisition price — minimum capital requirements scenario 1 — "secure Montaigne lease for later sale of key fee" (in EUR 000v Montaigne debt Bank guarantee Montaigne (optional)2 Social charges and taxes Non-contested suppliers debt Cambrai lease' TOTAL 1. of which 261 on escrow. over remainder of lease period 2. Will depend on agreement with landlord as to whether necessary scenario 2 — "abandon Montaigne" (in EUR 000's) 900 I Social charges and taxes 700 I Non-contested suppliers debt 1,100 Cambrai lease' 520 TOTAL 586 3,800 4. BP capital requirements, 12 months (base case) 1,100