Common use of CERTAIN FEDERAL INCOME TAX CONSEQUENCES Clause in Contracts

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for federal income tax purposes, a stockholder will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences set forth below is for general information only and is based on the law as currently in effect. The tax treatment of each Stockholder will depend in part upon such Stockholder's particular situation. Special tax consequences not described herein may be applicable to particular classes of taxpayers, such as financial institutions, broker-dealers, persons who are not citizens or residents of the Offer and the Merger to stockholders whose United States, Stockholders who acquired their Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to through the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of an employee stock options option or otherwise as compensation, or and persons who received payments in respect of options to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities)acquire Shares. This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER ALL STOCKHOLDERS SHOULD CONSULT SUCH STOCKHOLDER'S WITH THEIR OWN TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER CONSEQUENCES OF THE OFFER AND THE MERGER8 11 MERGER TO THEM, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, LOCAL OR FOREIGN INCOME AND OTHER INCOME TAX LAWS AND CHANGES IN SUCH TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (under the Internal Revenue Code of 1986, as amended, and may also may be a taxable transaction under applicable state, local and local, foreign income or other income tax laws). In generalGenerally, for federal income tax purposes, a stockholder tendering Stockholder will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold cash received by the Stockholder pursuant to the Offer or converted into cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Stockholder's adjusted tax basis in Shares (i.e., Shares acquired at tendered by the same cost in a single transaction) sold Stockholder and purchased pursuant to the Offer or converted into cash in the Merger. Such Various tax rates apply to capital gain or loss will be long-term capital gain or loss if gains depending upon the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposesholding period, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There and there are limitations on the deductibility of capital losses. Payments 6. PRICE RANGE OF SHARES; DIVIDENDS. From October 1990 through June 28, 1995, the Company's Shares were not traded on any national exchange or on the over-the-counter market. Since June 29, 1995, the Company's Shares have been traded on the Nasdaq National Market (Symbol: BDMI). The following table sets forth the high and low sales prices per Share for the quarters indicated on the Nasdaq National Market as reported in connection the Company's Annual Report on Form 10-K for the year ended December 31, 1996 with the Offer or Merger may be subject respect to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) periods occurring in 1995 and any other required information, or (ii) is a corporation or comes within certain other exempt categories, 1996 and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed as reported by the IRSDow Jonex Xxxs Service thereafter. Shareholders may prevent back-up withholding by completing The Company has advised Purchaser that it neither declared nor paid any dividends since June 29, 1995. HIGH* LOW* ------ ------ Year Ended December 31, 1995: June 29 and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability30, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 91995........................................ $10.75 $ 9.94 Third Quarter............................................... $14.25 $10.13 Fourth Quarter.............................................. $15.25 $11.88 Year Ended December 31, 1996: First Quarter............................................... $20.57 $12.72 Second Quarter.............................................. $24.50 $18.13 Third Quarter............................................... $30.75 $22.50 Fourth Quarter.............................................. $30.00 $22.13 Year Ended December 31, 1997: First Quarter............................................... $28.63 $20.50 Second Quarter.............................................. $27.63 $19.75 Third Quarter............................................... $27.00 $21.38 Fourth Quarter through November 25, 1997.................... $29.75 $20.00

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Proposed Merger will be a taxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also may be a taxable transaction under applicable state, local and or foreign income or other income tax laws). In generalGenerally, for federal income tax purposes, a stockholder tendering shareholder will recognize gain or loss in an amount equal to the difference between his the amount of cash received by the shareholder pursuant to the Offer or her adjusted the Proposed Merger and the aggregate tax basis in the Shares sold tendered by the shareholder and purchased pursuant to the Offer or converted into cash in the Merger and Proposed Merger, as the amount of cash received thereforcase may be. Gain or loss must will be determined calculated separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold tendered and purchased pursuant to the Offer or converted into cash in the Proposed Merger, as the case may be. Such If Shares are held by a shareholder as capital assets, gain or loss recognized by the shareholder will be capital gain or loss loss, which will be long-term capital gain or loss if the shareholder's holding period for the Shares were held by the holder for more than exceeds one year at the time of the consummation of the Offer or Mergeryear. For federal income tax purposesUnder present law, net long-term capital gain gains recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months individual shareholder will generally be taxed at a maximum federal marginal tax rate of 20% (or 10% if the 28%, and long-term capital gain would gains recognized by a corporate shareholder will be taxed at only a 15% maximum federal marginal tax rate if such gain were treated as ordinary income)of 35%. There are limitations on the deductibility of capital lossesTHE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF INDIVIDUAL CIRCUMSTANCES. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (iINCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9OF THE OFFER AND THE PROPOSED MERGER.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the this Offer or the Merger will be a taxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also may be a taxable transaction under applicable state, local and or foreign income or other income tax laws). In generalGenerally, for federal income tax purposes, a stockholder tendering shareholder will recognize gain or loss in an amount equal to the difference between his or her adjusted the amount of cash received by the shareholder pursuant to this Offer and the aggregate tax basis in the Shares sold tendered by the shareholder and purchased pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforthis Offer. Gain or loss must be determined separately for each block of If Shares are held by a shareholder as capital assets (i.e., generally assets held for investment), gain or loss recognized by the shareholder with respect to such Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such will be capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Mergerloss. For federal income tax purposes, net capital gain Capital gains recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months individual shareholder will generally be taxed at a maximum federal marginal tax rate of 20% (or 10if the shareholder's holding period for the shares exceeds 18 months and 28% if the capital gain would shareholder's holding period for the shares exceeds 12 months but does not exceed 18 months. Capital gains recognized by a corporate shareholder will be taxed at only a 15% maximum federal marginal tax rate if such gain were treated as ordinary income)of 35%. There are limitations on the deductibility of capital lossesTHE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF INDIVIDUAL CIRCUMSTANCES. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares YOU ARE URGED TO CONSULT YOUR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (iINCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9OF THIS OFFER.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States the principal federal income tax consequences of the Offer and the Merger to stockholders holders whose Shares are purchased pursuant to the Offer or whose Shares are converted to the right to receive cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCLappraisal rights). The discussion applies only to stockholders holders of Shares in whose hands Shares are capital assets, assets and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders holders of Shares who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securitiesnon-U.S. persons). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER HOLDER OF SHARES SHOULD CONSULT SUCH STOCKHOLDERHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER SHAREHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN LOCAL AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger (including pursuant to the exercise of appraisal rights) will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for federal income tax purposes, a stockholder holder of Shares will recognize gain or loss in an amount equal to the difference between his or her the holder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) different transactions which are sold pursuant to the Offer or are converted into the right to receive cash in the 7 10 Merger. Such capital gain or loss will be long-term capital gain or loss (other than, with respect to the exercise of appraisal rights, amounts, if the Shares were held by the holder any, which are or are deemed to be interest for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital which amounts will be taxed as ordinary income) and will be long-term gain recognized by individuals or loss if, on the date of sale (or an estate or certain trust) from or, if applicable, the sale date of property the Merger), the Shares were held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital lossesone year. Payments in connection with the Offer or the Merger may be subject to "back-up backup withholding" at the a rate of 31% unless %. Backup withholding generally applies if the holder of the Shares shareholder (i) provides a correct taxpayer identification number ("fails to furnish his or her TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is furnishes an incorrect TIN, (iii) fails to properly include a corporation reportable interest or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's dividend payment on his or her federal income tax liabilityreturn or (iv) under certain circumstances, provided fails to provide a certified statement, signed under penalty of perjury, that the required information TIN provided is given to the IRS. Each holder of Shares should consult his or her correct number and that he or she is not subject to backup withholding. Backup withholding is not an additional tax, but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons generally are entitled to exemption from backup withholding, including corporations and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each shareholder should consult with his or her own tax advisor as to such holder's qualifications his or her qualification for exemption from back-up backup withholding and the procedure for obtaining such exemption. 9Tendering shareholders may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. See Section 3. 6.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a summary general discussion of certain United States federal of the expected Federal income tax consequences of the Offer and the Merger Merger. The summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), and published regulations, rulings and judicial decisions in effect at the date of this Offer to stockholders whose Shares Purchase, all of which are purchased pursuant subject to change. The summary does not discuss all aspects of Federal income taxation that may be relevant to a particular holder in light of his or her personal circumstances or to certain types of holders subject to special treatment under the Federal income tax laws, such as life insurance companies, financial institutions, tax-exempt organizations and non-U.S. persons. In particular, the summary does not address issues of taxation pertinent to the Offer Continuing Stockholder or whose Shares are converted to cash in other members of senior management of the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL)Company. The discussion applies only to stockholders in whose hands Shares are capital assets, and following summary may not apply be applicable with respect to Shares received pursuant to the acquired through exercise of employee stock options or otherwise as compensation, compensation or to stockholders who are in special tax situations (such held as insurance companies, tax-exempt organizations part of a straddle or dealers in securities)hedging transaction. This discussion It also does not discuss any aspects of state or local tax laws or of tax laws of jurisdictions outside the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trustof America. THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND INFORMATION ONLY. HOLDERS ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD URGED TO CONSULT SUCH STOCKHOLDER'S OWN THEIR TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS CONSEQUENCES TO SUCH STOCKHOLDER THEM OF THE OFFER AND THE MERGERSALE OF THEIR SHARES, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL, LOCAL AND FOREIGN TAX LAWS AND OTHER INCOME POSSIBLE CHANGES IN TAX LAWS. The receipt Sales of cash for Shares pursuant in response to the Offer or and cancellation of Shares in the Merger will be a taxable transaction transactions for federal Federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws)purposes. In general, for federal For Federal income tax purposes, a tendering stockholder or a stockholder whose Shares are cancelled in the Merger will generally recognize gain or loss in an amount equal to the difference between his the amount of cash received by the stockholder upon sale or her adjusted cancellation of the Shares and 25 28 the stockholder's tax basis in the Shares which are sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforcancelled. Gain Under present law, gain or loss must will be determined calculated separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold tendered and purchased pursuant to the Offer or converted into cash in and cancelled pursuant to the Merger. Such If Shares are held by a tendering stockholder or by a stockholder whose Shares are cancelled in the Merger as capital assets, gain or loss recognized by the stockholder will be capital gain or loss loss, which will be long-long term or short term depending on whether the stockholder's holding period for the Shares exceeds one year. Long term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain gains recognized by individuals (or a stockholder who is an estate or certain trust) from the sale of property held for more than twelve months individual will generally be taxed at a maximum Federal marginal tax rate of 20% (or 10% if the %. Short term capital gain would gains recognized by an individual will generally be taxed at only the individual's ordinary income tax rate. Capital gains recognized by a 15% corporate stockholder will be taxed at a maximum Federal marginal tax rate if such gain were treated as ordinary income)of 35%. There A stockholder (other than certain exempt stockholders, including all corporations and certain foreign individuals) who tenders Shares or whose Shares are limitations on cancelled in the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% backup withholding unless the holder of the Shares (i) stockholder provides a correct its taxpayer identification number ("TIN") (which, for an individual holder of Shares, and certifies that the TIN is such holder's social security number) and any other required information, correct or (ii) properly certifies that it is awaiting a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rulesTIN. A holder of Shares that does not provide a correct TIN may This should be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding done by completing and signing the Substitute substitute Form W-9 included as part of the Letter appropriate letter of Transmittaltransmittal. Any amount paid as back-up withholding A stockholder that does not constitute furnish its TIN also may be subject to a penalty imposed by the IRS. If backup withholding applies to a stockholder, the Depositary is required to withhold 31% from each payment to that stockholder. Backup withholding is not an additional tax and will tax. Rather, the amount of the backup withholding can be creditable credited against such holder's federal the Federal income tax liabilityliability of the person subject to the backup withholding, provided that the required information is given to the IRS. Each holder If backup withholding results in an overpayment of Shares should consult his or her tax, a refund can be obtained by the stockholder upon filing an income tax advisor as to such holder's qualifications for exemption from back-up withholding return. DESCRIPTION OF OWNERSHIP OF HERBALIFE BEFORE AND AFTER THE OFFER AND THE MERGER Immediately after the Offer and the procedure for obtaining such exemptionMerger, Mr. Xxxxxx xxxl own all of the common equity of Herbalife through one or more entities he controls and beneficially owns. 9In addition, senior executives of Herbalife will be granted options to purchase Shares representing 16.5% of the fully diluted equity of Herbalife. See "-- Interests of Certain Persons -- New Stock Option Plan." Mr. Xxxxxx, xxrectly or indirectly, is the beneficial owner of 5,704,331 Class A Shares and 11,258,665 Class B Shares, excluding 183,333 Class A Shares and 366,666 Class B Shares owned by the Herbalife Family Foundation (in which Mr. Xxxxxx xxx no pecuniary interest) and including 308,331 Class A Shares and 466,663 Class B Shares issuable upon exercise of stock options that are exercisable within 60 days of September 1, 1999. The Class A Shares and the Class B Shares beneficially owned by Mr. Xxxxxx xx entities controlled by him, calculated in accordance with the SEC's Exchange Act Rule 13d-3, represented 55.4% of the total outstanding Class A Shares and 59.0% of the total outstanding Class B Shares as of September 1, 1999. THE TENDER OFFER

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences set forth below is for general information only and is based on Purchaser's understanding of the Offer law as currently in effect. The tax consequences to each stockholder will depend in part upon such stockholder's particular situation. Special tax consequences not described herein may be applicable to particular classes of taxpayers, such as financial institutions, broker-dealers, persons who are not citizens or residents of the United States and the Merger to stockholders whose who acquired their Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to through the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of an employee stock options option or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER ALL STOCKHOLDERS SHOULD CONSULT SUCH STOCKHOLDER'S WITH THEIR OWN TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER CONSEQUENCES OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, LOCAL OR FOREIGN INCOME AND OTHER INCOME TAX LAWS AND OF CHANGES IN SUCH TAX LAWS. The receipt of cash for Shares pursuant to the Offer (or the Merger Merger) will be a taxable transaction for federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In generalGenerally, for federal income tax purposes, a stockholder who receives cash for Shares pursuant to the Offer (or the Merger) will recognize gain or loss in an amount for federal income tax purposes equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforin exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Provided that the Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss, and will be long term capital gain or loss if the holder has held the Shares for more than one year at the time of sale. Gain or loss must will be determined calculated separately for each block of Shares (i.e., a group of Shares acquired at with the same cost in a single transactiontax basis and holding period) sold tendered pursuant to the Offer or converted into cash in the MergerOffer. Such capital gain or loss will be long-term capital gain or loss if the A stockholder (other than certain exempt stockholders including, among others, all corporations and certain foreign individuals and entities) that tenders Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% backup withholding unless the holder of the Shares (i) stockholder provides its TIN and certifies that such number is correct or properly certifies that it is awaiting a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rulesunless an exemption applies. A holder of Shares that stockholder who does not provide a correct furnish its TIN may be subject to penalties a penalty imposed by the Internal Revenue Service (the "IRS"). Shareholders may prevent back-up See Section 2. If backup withholding by completing and signing applies to a stockholder, the Substitute Form W-9 included as part Depositary is required to withhold 31% from payments to such stockholder. Backup withholding is not an additional tax. Rather, the amount of the Letter of Transmittal. Any amount paid as back-up backup withholding does not constitute an additional tax and will can be creditable credited against such holder's the federal income tax liabilityliability of the person subject to the backup withholding, provided that the required information is given to the IRS. Each holder If backup withholding results in an overpayment of Shares should consult his or her tax, a refund can be obtained by the stockholder upon filing an appropriate income tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9return.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders beneficial holders of Shares whose Shares are purchased tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger Merger. The discussion is for general information only and does not purport to consider all aspects of federal income taxation that might be relevant to beneficial holders of Shares. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (including pursuant the "Code"), existing, proposed and temporary regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to the exercise of perfected dissenter rights under the DGCL)change. The discussion applies only to stockholders beneficial holders of Shares in whose hands Shares are capital assets, assets within the meaning of Section 1221 of the Code and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations certain types of beneficial holders of Shares (such as insurance companies, tax-exempt organizations organizations, holders who hold Shares that are part of a straddle or dealers in securities)conversion transaction or other arrangement involving more than one position, holders whose "functional currency" is not the U.S. dollar, holders who have a principal place of business or "tax home" outside the United States, financial institutions and broker-dealers) who may be subject to special rules. This discussion does not discuss the federal income tax consequences to a stockholder beneficial holder of Shares who, for United States federal income tax purposes, is a nonresident non-resident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW, nor does it consider the effect of any foreign, state or local tax laws. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER BENEFICIAL HOLDER OF SHARES SHOULD CONSULT WITH SUCH STOCKHOLDERBENEFICIAL HOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER BENEFICIAL HOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER BENEFICIAL HOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN LOCAL AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, possibly for state and local and other income tax laws)purposes as well. In general, for federal income tax purposes, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss in an amount for federal income tax purposes equal to the difference difference, if any, between his or her the amount of cash received and the stockholder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger and the amount of cash received thereforMerger. Gain or loss must will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold tendered pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger. Such capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Mergerloss. For federal income tax purposes, net Net capital gain recognized by individuals (or an estate or certain trust) non-corporate taxpayers from the sale of property held for more than twelve months one year will generally be taxed at a maximum tax rate of not to exceed 20% (or 10% if the for U.S. federal income tax purposes. Net capital gain would from property held for one year or less will be taxed subject to tax at ordinary income tax rates. In addition, capital gains recognized by a corporate taxpayer will be subject to tax at the ordinary income tax rates applicable to corporations. In general, capital losses are deductible only a 15% tax rate if such gain were treated as against capital gains and are not available to offset ordinary income). There However, individual taxpayers are limitations on the deductibility allowed to offset a limited amount of capital losseslosses against ordinary income. Payments in connection with The receipt of cash pursuant to the Offer or Merger exercise by a holder of Shares of appraisal rights, if any, under the DGCL, will be a taxable transaction. We encourage any holder of Shares considering the exercise of any appraisal rights to consult a tax advisor to determine the tax consequence of exercising such appraisal rights. Certain noncorporate holders of Shares may be subject to "back-up withholding" backup withholding at the a rate of 31% unless on cash payments received pursuant to the Offer or the Merger. Backup withholding will not apply, however, to a holder of the Shares (i) provides who furnishes a correct taxpayer identification number ("TIN") (whichand certifies that he or she is not subject to backup withholding on the substitute Form W-9 included in the transmittal letter, for an individual holder who provides a certificate of Shares, is such holder's social security number) and any other required informationforeign status on Form W-8, or (ii) who is a corporation or comes within certain other otherwise exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rulesfrom backup withholding. A holder of Shares that does not who fails to provide a the correct TIN on Form W-9 may be subject to penalties a $50.00 penalty imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9Internal Revenue Service.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a summary general discussion of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased a sale of BACs pursuant to the Offer or whose Shares are converted to cash in assuming that the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, Partnership is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes and that it is not a "publicly traded partnership" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary is based on the Code, applicable Treasury Regulations thereunder, administrative rulings, practice and also procedures and judicial authority as of the date of the Offer. All of the foregoing are subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a taxable transaction particular BACs holder in light of such BACs holder's specific circumstances or to certain types of BACs holders subject to special treatment under applicable the federal income tax laws (for example, foreign persons (if any), dealers in securities, banks, insurance companies and tax-exempt entities), nor does it discuss any aspect of state, local and local, foreign or other income tax laws). In general, Sales of BACs pursuant to the Offer will be taxable transactions for federal income tax purposes, a stockholder and may also be taxable transactions under applicable state, local, foreign and other tax laws. EACH BACs HOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH BACs HOLDER OF SELLING BACs PURSUANT TO THE OFFER, INCLUDING, WITHOUT LIMITATION, FEDERAL, STATE AND LOCAL TAX CONSEQUENCES. Consequences to Tendering BACs holder. A BACs holder will recognize gain or loss in an amount on a sale of BACs pursuant to the Offer equal to the difference between his or her (i) the BACs holder's "amount realized" on the sale and (ii) the BACs holder's adjusted tax basis in the Shares BACs sold. The "amount realized" with respect to a BAC sold pursuant to the Offer or converted into cash in the Merger and will be a sum equal to the amount of cash received thereforby the BACs holder for the BAC plus the amount of Partnership liabilities allocable to the BAC (as determined under Code Section 752). Gain or loss must be determined separately for each block The amount of Shares (i.e., Shares acquired at the same cost a BACs holder's adjusted tax basis in a single transaction) BACs sold pursuant to the Offer will vary depending upon the BACs holder's particular circumstances, and will be affected by allocations of Partnership income, gain or converted into cash loss, and any historic tax credits to a BACs holder with respect to such BACs. In this regard, tendering BACs holders will be allocated a pro rata share of the Partnership's taxable income or loss with respect to BACs sold pursuant to the Offer through the effective date of the sale. Tendering BACs holders who have not utilized passive losses: A BACs holder who sells his or her BACs pursuant to this Offer will receive $750 of proceeds per BAC that may result in a tax loss of approximately $27 per BAC, which loss could be available to reduce income from other sources. In addition, if an individual sells all of his or her BACs, unused passive losses of up to approximately $208 per BAC may be available to offset other income of such BACs holder. Tendering BACs holders who have utilized passive losses: An individual BACs holder who sells his or her BACs pursuant to this Offer, who acquired BACs pursuant to the original offering of BACs by the Partnership and who has utilized all of his passive losses is expected to recognize a tax loss of approximately $27 per BAC. In general, the character (as capital or ordinary) of BACs holder's gain or loss on a sale of a BAC pursuant to the Offer will be determined by allocating the BACs holder's amount realized on the sale and his adjusted tax basis in the MergerBACs sold between "Section 751 items," which are "inventory items of the partnership" and "unrealized receivables" (including depreciation recapture) as defined in Code Section 751, and non-Section 751 items. Such The difference between the portion of the BACs holder's amount realized that is allocable to Section 751 items and the portion of the BACs holder's adjusted tax basis in the BACs sold that is so allocable will be treated as ordinary income or loss, and the difference between the BACs holder's remaining amount realized and adjusted tax basis will be treated as capital gain or loss assuming the BACs were held by the BACs holder as a capital asset. The Purchaser believes that substantially all of any tax loss realized on a sale of BACs pursuant to the Offer will be treated as a capital loss under these rules, although it is possible, because a BACs holder's adjusted tax basis in the BACs sold will be allocated to Section 751 items based on the Partnership's tax basis in these items, that a BACs holder may recognize ordinary income with respect to the portion of the BACs holder's amount realized on the sale of a BAC that is attributable to Section 751 items while recognizing a capital loss with respect to the balance of the selling price. Under current law, long-term capital gain or loss if the Shares were held by the holder for more than one year at the time gains of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 20% (or 10% if with respect to assets held more than one year, whereas the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's maximum marginal federal income tax liability, provided that the required information rate for other income of such persons is given 39.6%. Capital losses are deductible only to the IRSextent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Each holder of Shares should consult his or her tax advisor as Excess capital losses generally can be carried forward to succeeding years (a corporation's carryforward period is five years and a non-corporate taxpayer can carry forward such holder's qualifications for exemption from backlosses indefinitely); in addition, corporations, but not non-up withholding and corporate taxpayers, are allowed to carry back excess capital losses to the procedure for obtaining such exemption. 9three preceding taxable years.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The Your receipt of cash in exchange for Shares pursuant to the Offer or Offer, the Merger or upon the exercise of appraisal rights will be a taxable transaction for federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In generalUpon your receipt of cash, you will generally recognize gain or loss for federal income tax purposes, a stockholder will recognize gain or loss purposes in an amount equal to the difference difference, if any, between his or her the amount of cash received and your adjusted tax basis in the Shares that you sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforexchanged. Gain or loss must be determined separately for each block of Shares exchanged (i.e.for example, Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger). Such gain or loss will be capital gain or loss (provided that you hold your Shares as a capital asset) and any such capital gain or loss will be long-long term capital gain if, as of the date of the sale or loss if exchange, you have held the Shares were held by the holder for more than one year at year. The foregoing discussion may not be applicable to certain types of stockholders, including stockholders who acquired Shares pursuant to the time exercise of options or otherwise as compensation, individuals who are not citizens or residents of the consummation of the Offer or Merger. For federal income tax purposesUnited States and foreign corporations, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property Shares held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of a straddle, hedge, constructive sale, conversion transaction, synthetic security or other integrated investment, or entities that are otherwise subject to special tax treatment under the Letter Internal Revenue Code of Transmittal1986, as amended (such as dealers in securities or foreign currency, traders in securities that elect to apply a mark-to-market method of accounting, insurance companies, regulated investment companies, tax-exempt entities, financial institutions, foreign persons and investors in pass-through entities). Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liabilityTHE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER AND THE MERGER, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9INCLUDING FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences set forth below is for general information only and is based on the law as currently in effect. The tax treatment of each stockholder will depend in part upon such stockholder's particular situation. Special tax consequences not described herein may be applicable to particular classes of taxpayers, such as financial institutions, broker-dealers, insurance companies, foreign corporations, foreign partnerships, foreign trusts, foreign estates, persons who are not citizens or residents of the Offer and the Merger to United States, tax-exempt entities, stockholders whose who acquired their Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to through the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of an employee stock options option or otherwise as compensation, or and persons who received payments in respect of options to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities)acquire Shares. This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER ALL STOCKHOLDERS SHOULD CONSULT SUCH STOCKHOLDER'S OWN WITH THEIR TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER CONSEQUENCES OF THE OFFER AND THE MERGERMERGER TO THEM, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS AND OTHER INCOME CHANGES IN SUCH TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also may be a taxable transaction under applicable state, local and local, foreign income or other income tax laws). In generalGenerally, for federal income tax purposes, a stockholder will recognize gain or loss in an amount equal to the difference between his the cash received by the stockholder pursuant to the Offer or her the Merger and the stockholder's adjusted tax basis in the Shares sold purchased pursuant to the Offer or converted into to cash in the Merger and the amount of cash received thereforMerger. Gain or loss must will be determined calculated separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold tendered and purchased pursuant to the Offer or converted into cash in the Merger, as the case may be. Such capital For federal income tax purposes, such gain or loss will be a capital gain or loss if the Shares are a capital asset in the hands of the stockholder, and a long-term capital gain or loss if the Shares were held by the holder for stockholder's holding period is more than one year at the time as of the consummation of date Purchaser accepts such Shares for payment pursuant to the Offer or the effective date of the Merger, as the case may be. For In the case of a non-corporate stockholder, long-term capital gain is currently eligible for a maximum federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income)%. There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a summary of certain United States federal the material Federal income tax consequences of the Offer and the Proposed Merger to stockholders whose holders of Common Shares who hold their Common Shares as capital assets. This summary is based upon laws, regulations, rulings and decisions in effect on the date hereof, all of which are purchased pursuant subject to the Offer change, retroactively or whose Shares are converted prospectively, and to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL)possibly differing interpretations. The discussion applies set forth below is for general information only to stockholders in whose hands Shares are capital assets, and may not apply to certain categories of holders of Common Shares received subject to special treatment under the Internal Revenue Code of 1986, as amended (the "Code"), including, but not limited to, banks, tax-exempt organizations, insurance companies, holders who are not United States persons (as defined in Section 7701(a)(30) of the Code) and holders who acquired such Common Shares pursuant to the exercise of employee stock options or otherwise as compensation. In addition, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This the discussion does not discuss address the federal state, local or foreign tax consequences of the Offer and the Proposed Merger. Furthermore, this discussion does not address the Federal, state, local or foreign tax consequences of the Offer and the Proposed Merger to holders of Preferred Shares or to holders of Common Shares who also own Preferred Shares. EACH HOLDER OF COMMON SHARES IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OFFER AND THE PROPOSED MERGER. General Tax Consequences of the Offer and the Proposed Merger. In its proposal to the Company, Parent has indicated that its strong preference would be to enter into a merger agreement with the Company containing substantially the same terms and conditions as the AIG Merger Agreement such that the Company would merge with and into a direct subsidiary of Parent, with the subsidiary of Parent continuing as the surviving corporation (the "Proposed Merger Agreement"). Under this structure, the Offer and the Proposed Merger should be treated as a single integrated transaction for Federal income tax purposes. Consequently, the Offer and the Proposed Merger should, in the aggregate, qualify as a reorganization pursuant to Section 368(a)(1)(A) and 368(a)(2)(D) of the Code. In such event, generally, (i) gain or loss will be recognized by a shareholder of the Company who receives solely cash in exchange for Common Shares pursuant to the Offer and who does not exchange any Common Shares pursuant to the Proposed Merger, (ii) no gain or loss will be recognized by a shareholder of the Company who does not exchange any Common Shares pursuant to the Offer and who receives solely shares of Parent Common Stock in exchange for Common Shares pursuant to the Proposed Merger, and (iii) a shareholder of the Company who receives a combination of cash and Parent Common Stock in exchange for such shareholder's Common Shares pursuant to the Offer and the Proposed Merger will not recognize loss but will recognize (i.e., pay tax on) gain realized, if any, to the extent of the cash received. If so integrated, the Federal income tax consequences to a stockholder whoshareholder may, depending on such shareholder's particular circumstances, be less favorable than the Federal income tax consequences to such shareholder if the Offer and the Proposed Merger are not treated as integrated, as discussed below. See "Tax Consequences if the Offer and the Proposed Merger are Treated as a Single Integrated Transaction." If the Offer and the Proposed Merger were not treated as a single integrated transaction for United States federal Federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The the receipt of cash for Shares pursuant to the Offer or the Merger will would be a sale or exchange, while the Proposed Merger should still qualify as a reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. See "Tax Consequences if the Offer and the Proposed Merger are Treated as Separate Transactions." General Tax Consequences if the Proposed Merger is Restructured. As described in this Offer to Purchase, if the approval of the Proposed Merger by holders of Preferred Shares is not obtained or Parent reasonably determines that such approval is not likely to be obtained, in such circumstances Parent would expect that the Proposed Parent Merger Agreement would provide for the change in structure provided for in the AIG Merger Agreement such that a direct subsidiary of Parent would merge with and into the Company with the Company continuing as the surviving corporation. If structured in this manner, in contrast to the Proposed Merger, the Offer and the revised Proposed Merger would be a fully taxable transaction for federal with the result that holders of Common Shares would pay Federal income tax purposes on all consideration (whether cash or stock) received in the Offer and also may be a taxable transaction under applicable state, local and other income tax laws)the revised Proposed Merger. In general, for federal income tax purposesThus, a stockholder will shareholder of the Company who, pursuant to the Offer and the revised Proposed Merger, exchanged all of the Common Shares owned by such shareholder for cash and shares of Parent Common Stock would recognize capital gain or loss in an amount equal to the difference between his or her (a) the amount of cash received and the fair market value (as of the date of the exchange) of the shares of Parent Common Stock received and (b) such shareholder's adjusted tax basis in the Common Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received surrendered therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such capital gain or loss will would be long-term capital gain or loss if if, as of the Shares were held by date of the exchange, the holder thereof has held such Common Shares for more than one year at year. TAX CONSEQUENCES IF THE OFFER AND THE PROPOSED MERGER ARE TREATED AS A SINGLE INTEGRATED TRANSACTION General. If the time Offer and the Proposed Merger are treated as a single integrated transaction, the Federal income tax consequences of such transactions to a shareholder of the consummation Company generally will depend on whether the shareholder exchanges Common Shares for cash pursuant to Offer, Parent Common Stock pursuant to the Proposed Merger or a combination of the Offer or Merger. For federal income tax purposesboth, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations and may further depend on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares whether (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, the shareholder is such holder's social security number) deemed to constructively own Common Shares and any other required information, or (ii) is a corporation the shareholder actually or comes within certain other exempt categoriesconstructively owns any shares of Parent Common Stock. For this purpose, and when required, demonstrates this fact, and otherwise complies with applicable requirements Common Shares are constructively owned under the rules set forth in Section 318 of the back-up withholding rules. A holder Code which generally treat a person as owning stock owned by certain family members or related entities or that is the subject of Shares that does not provide a correct TIN may be subject to penalties imposed an option or options owned or deemed owned by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9person.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain the United States federal income tax consequences that are generally applicable to holders of Shares who exchange such Shares for cash pursuant to the Offer or the Merger. This discussion is based on currently existing federal income tax laws, all of which are subject to change. Any such change, which may or may not be retroactive, could alter the tax consequences of the Offer and the Merger that are described below. Stockholders should be aware that this discussion does not deal with all federal income tax considerations that may be relevant to particular stockholders in light of their individual circumstances. For example, this discussion does not address the tax consequences of the Offer and the Merger to stockholders whose who are dealers in securities, who are foreign persons, or who do not hold their Shares are purchased pursuant to as capital assets. Nor does it address the tax consequences of the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders who acquired their Shares as part of a position in whose hands Shares are capital assets, and may not apply to Shares received pursuant to a “straddle” or as part of a “hedging” or “conversion” transaction or through the exercise of employee stock options or otherwise as compensation, or to . It also does not address stockholders who are in otherwise subject to special tax situations treatment under the Internal Revenue Code of 1986, as amended (such as financial institutions, insurance companies, tax-exempt organizations or dealers in securitiesentities and regulated investment companies). This In addition, the following discussion does not discuss address the federal income tax consequences of the Offer or the Merger to stockholders under foreign, state, or local tax laws. All stockholders are urged to consult their own tax advisors to determine the particular tax consequences to them of the Offer and the Merger, including the applicable federal, state, local and foreign tax consequences. 14 Table of Contents In general, the receipt of cash by the holders of Shares pursuant to the Offer and/or the Merger will constitute a stockholder who, taxable transaction for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for For United States federal income tax purposes, a tendering stockholder will would generally recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold amount of cash received by the stockholder pursuant to the Offer or converted into cash and/or exchanged in the Merger and the amount of cash received thereforstockholder’s adjusted tax basis for the Shares that are tendered and purchased pursuant to the Offer and/or the Merger. Gain Generally, gain or loss must be determined calculated separately for each identifiable block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer ). If tendered Shares are held by a tendering stockholder as capital assets, that gain or converted into cash in the Mergerloss will be a capital gain or loss. Such Any such capital gain or loss will be long-long term capital gain or loss if if, as of the date of the disposition of its Shares, the stockholder held such Shares were held by the holder for more than one year, or will be short term if, as of such date, the stockholder held such Shares for one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income)less. There are certain limitations on the deductibility of capital losses. Payments A stockholder whose Shares are purchased in connection with the Offer or exchanged for cash pursuant to the Merger may be subject to "back-up withholding" at the rate of 31% backup withholding unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given provided to the IRSDepositary or an exemption applies. Each holder See Section 3 of Shares should consult his or her tax advisor as this Offer to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9Purchase.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash in exchange for Shares pursuant to the Offer or Offer, the Merger or upon the exercise of appraisal rights will be a taxable transaction for federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In general, A stockholder who receives cash will generally recognize gain or loss for federal income tax purposes, a stockholder will recognize gain or loss purposes in an amount equal to the difference difference, if any, between his or her the amount of cash received by the stockholder and the stockholder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received exchanged therefor. Gain or loss must be determined separately for each block of Shares exchanged (i.e.for example, Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger). Such gain or loss will be capital gain or loss (provided that the Shares are held as capital assets) and any such capital gain or loss will be long-long term capital gain or loss if if, as of the date of the exchange, the Shares were held by the holder for more than one year at year. The foregoing discussion may not be applicable to certain types of stockholders, including stockholders who acquired Shares pursuant to the time exercise of options or otherwise as compensation, individuals who are not citizens or residents of the consummation of the Offer or Merger. For federal income tax purposesUnited States and foreign corporations, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property Shares held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment, or entities that are otherwise subject to special tax treatment under the Letter Internal Revenue Code of Transmittal1986, as amended (such as dealers in securities or foreign currency, insurance companies, regulated investment companies, tax-exempt entities, financial institutions, and investors in pass-through entities). Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liabilityTHE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH STOCKHOLDER IS URGED TO CONSULT HIS OR HER TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER AND THE MERGER, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9INCLUDING FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States U.S. federal income tax consequences set forth below is for general information only and is based on Purchaser's understanding of the Offer law as currently in effect. The tax consequences to each stockholder will depend in part upon such stockholder's particular situation. Special tax consequences not described herein may be applicable to particular classes of taxpayers, such as financial institutions, broker-dealers, persons who are not citizens or residents of the United States, tax exempt organizations, persons who acquired their Shares as part of a straddle, hedge or other integrated instrument, and the Merger to stockholders whose who acquired their Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to through the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of an employee stock options option or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER ALL STOCKHOLDERS SHOULD CONSULT SUCH STOCKHOLDER'S WITH THEIR OWN TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER CONSEQUENCES OF THE OFFER AND THE MERGERMERGER TO THEM, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY STATE, LOCAL, LOCAL OR FOREIGN INCOME AND OTHER INCOME TAX LAWS AND OF CHANGES IN SUCH TAX LAWS. The receipt of cash for Shares pursuant to the Offer (or the Merger Merger, including pursuant to the exercise of appraisal rights) will be a taxable transaction for U.S. federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In general, for federal income tax purposesGenerally, a stockholder who receives cash for Shares pursuant to the Offer (or the Merger) will recognize gain or loss in an amount for federal income tax purposes equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforin exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Provided that the Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss, and will be long term capital gain or loss if the stockholder has held the Shares for more than one year at the time of sale. Gain or loss must will be determined calculated separately for each block of Shares (i.e., a group of Shares acquired at with the same cost in a single transactiontax basis and holding period) sold tendered pursuant to the Offer or converted into cash in the MergerOffer. Such capital gain or loss will be The maximum federal income tax rate applicable to non-corporate taxpayers on long-term capital gain or loss if is 20%, and the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility use of capital losses. Payments in connection with the Offer or Merger may be losses to offset other income is subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9limitations.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger relevant to stockholders beneficial holders of Shares whose Shares are purchased tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger Merger. The discussion is for general information only and does not purport to consider all aspects of federal income taxation that might be relevant to beneficial holders of Shares. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (including pursuant the "Code"), existing, proposed and temporary regulations promulgated thereunder, rulings, administrative pronouncements and judicial decisions, changes to which could materially affect the exercise of perfected dissenter rights under the DGCL)tax consequences described herein and could be made on a retroactive basis. The discussion applies only to stockholders beneficial holders of Shares in whose hands Shares are capital assets, assets within the meaning of Section 1221 of the Code and may not apply to beneficial holders (i) who acquired their Shares received pursuant to the exercise of employee stock options or otherwise as compensationother compensation arrangements with the Company, or to stockholders and (ii) who are in subject to special tax situations treatment under the Code (such as dealers in securities, insurance companies, other financial institutions, regulated investment companies and tax-exempt organizations or dealers in securitiesentities). This In addition, this discussion does not discuss the federal income tax consequences to a stockholder beneficial holder of Shares who, for United States federal income tax purposes, is a nonresident non-resident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGERnor does it consider the effect of any foreign, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWSstate or local tax laws. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes (and may also may be a taxable transaction under applicable state, local and foreign income and other income tax laws). In general, a beneficial holder who sells Shares pursuant to the Offer or receives cash in exchange for federal income tax purposes, a stockholder Shares pursuant to the Merger will recognize gain or loss in an amount for federal income tax purposes equal to the difference difference, if any, between his or her the amount of cash received and the beneficial holder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger and the amount of cash received thereforMerger. Gain or loss must will be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold tendered pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger. Such capital gain or loss will be long-term capital gain or loss if the provided that a beneficial holder's holding period for such Shares were held by the holder for is more than one year 12 months at the time of the consummation of the Offer or Merger, as the case may be. For federal income tax purposesBECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (whichEACH BENEFICIAL HOLDER OF SHARES IS URGED TO CONSULT SUCH BENEFICIAL HOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH BENEFICIAL HOLDER OF THE OFFER AND THE MERGER, for an individual holder of SharesINCLUDING THE APPLICATION AND EFFECT OF STATE, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9LOCAL AND OTHER TAX LAWS.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States of the federal income tax consequences associated with the sale by the Offeree of the its Partnership Interest. It is impractical, however, to set forth in this confidential Offer and the Merger all aspects of federal tax law which may have tax consequences with respect to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash a partner's participation in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL)Partnership Interest sale transaction. The following discussion applies only does not purport to stockholders deal with all aspects of taxation that may be relevant to particular partners in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise light of employee stock options their personal investment or otherwise as compensationtax circumstances, or to stockholders who are in special tax situations certain types of partners (such as including insurance companies, tax-exempt organizations organizations, financial institutions or dealers in securities)broker-dealers, foreign corporations and persons who are not citizens or residents of the United States) subject to special treatment under the federal income tax laws. This Furthermore, the discussion does not discuss of various aspects of federal income taxation discussed herein is based on the Code, existing laws, judicial decisions and administrative regulations, rulings and practice, all of which are subject to change at any time. Any such changes may be retroactive. Consequently, no assurance can be given that the federal income tax consequences to a stockholder whopartner described herein will not be altered in the future. This summary is not intended to be a complete discussion of all tax consequences of the sale of the Partnership Interest to the REIT or a substitute for careful tax planning, for United States and does not address the possible consequences to the Offeree under the tax laws of the states and localities where the Offeree resides or otherwise does business or where the Partnerships may operate. Further, the federal income tax purposesconsequences to an Offeree may be affected by matters not discussed below. The discussion set forth below is based upon the assumption that interests held by the Offeree constitute capital assets in the hands of such investor. In addition, this discussion assumes that each of the Partnerships is classified for federal income tax purposes as a nonresident alien individual, partnership rather than as an "association" taxable as a foreign corporation, a foreign partnership corporation or a foreign estate or trustpublicly traded partnership. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD OFFEREE IS URGED TO CONSULT SUCH STOCKHOLDER'S HIS OWN TAX ADVISOR WITH RESPECT TO DETERMINE THE APPLICABILITY FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO HIM OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF PARTICIPATING IN THE OFFER AND SALE OF HIS PARTNERSHIP INTERESTS. TAXATION OF OFFEREES RESULTING FROM THE MERGER, INCLUDING THE APPLICATION AND EFFECT SALE OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. THEIR PARTNERSHIP INTERESTS The receipt sale of cash for Shares pursuant to the Offer or the Merger a Partnership Interest will be a taxable transaction for federal income tax purposes (and also may be the Offerees who accept the Offer. Upon the sale of a taxable transaction under applicable statePartnership Interest for cash, local and other income tax laws). In general, for federal income tax purposes, a stockholder Offerees will recognize gain or or, subject to certain limitations, loss with respect to such Partnership Interest in an amount equal to the difference between his excess (or her deficit) of (i) their "amount realized" with respect to such Partnership Interest, and (ii) their adjusted tax basis in such Partnership Interest. An Offeree's "amount realized" with respect to a Partnership Interest for this purpose will equal the sum of the cash consideration paid for such Partnership Interest (I.E., the Purchase Price plus the Option Fee) plus the Offeree's "share" (as determined for tax purposes) of the liabilities of the Partnerships. Therefore, depending upon an Offeree's adjusted tax basis in the Shares sold Partnership Interest and his share of the Partnerships' liabilities, the gain recognized by a particular Offeree may be in excess of the amount of cash received. Any gain recognized on the sale of the Partnership Interest pursuant to the Offer or converted into cash in generally will constitute capital gain; provided, however, that to the Merger and extent the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant Partnership Interest is attributable to the Offer Offeree's share of "substantially appreciated inventory" or converted into cash in "unrealized receivables" (within the Merger. Such capital meaning of Section 751 of the Code) of the Partnerships (including the Partnerships' previously allowed depreciation and cost recovery deductions subject to recapture), the gain or loss resulting therefrom will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Mergertreated as ordinary income. For federal income tax purposes, net capital Any gain recognized by individuals the Offerees who do not "materially participate" (as defined in the Code) in a Participating Partnership in connection with the sale of their Partnership Interests in such partnership will constitute "passive activity income" for purposes of the "passive activity loss" rules. Accordingly, such income generally may be offset by losses from all sources, including suspended "passive activity losses" with respect to the Partnerships, and "passive" or an estate "active" losses from other activities. There are exceptions to this rule, however, and each Offeree should consult with his or certain trust) her own tax advisor concerning whether, and the extent to which, he or she has available suspended "passive" losses from either the Partnerships or other investments that may be used to offset gain resulting from the sale of property held for more than twelve months will generally Partnership Interests. Any gain recognized by an offeree who "materially participates" (as defined in the Code) in a Participating Partnership may not be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital offset by suspended "passive activity losses. Payments in connection with the Offer or Merger ." STATE AND OTHER TAX CONSIDERATIONS Offerees who sell their Partnership Interests may be subject to "back-up withholding" at the rate of 31% unless the holder other taxes, such as state and local income taxes or transfer taxes that may be imposed by various jurisdictions. Each Offeree is urged to consult with his own tax advisor for advice as to state, local, or other taxes which may be payable in connection with his acceptance of the Shares (i) provides a correct taxpayer identification number ("TIN") (whichOffer. THE FOREGOING IS MERELY A SUMMARY OF CERTAIN OF THE FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS IN THE SALE OF PARTNERSHIP INTERESTS TO THE OFFEROR. IT DOES NOT PURPORT TO BE EITHER A COMPLETE ANALYSIS OR A COMPETE LISTING OF ALL POTENTIAL TAX CONSIDERATIONS OR TAX RISKS INHERENT IN THE OFFER AND SALE, for an individual holder of SharesAND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING. ACCORDINGLY, is such holder's social security number) and any other required informationOFFEREES ARE URGED TO CONSULT THEIR PERSONAL TAX ADVISORS WITH RESPECT TO THE FEDERAL, or (ii) is a corporation or comes within certain other exempt categoriesSTATE, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE SALE OF THEIR PARTNERSHIP INTERESTS.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or in the Merger will be a taxable transaction for federal Federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In general, for federal income tax purposes, a stockholder shareholder will recognize gain or loss in an amount for Federal income tax purposes equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received thereforin exchange for the Shares sold and such shareholder's adjusted tax basis in such Shares. Gain or loss must be determined separately for each block of Shares (i.e.For Federal income tax purposes, Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such capital such gain or loss will be a capital gain or loss if the Shares are a capital asset in the hands of the shareholder, and a long-term capital gain or loss if the Shares were held by the holder for shareholder's holding period is more than one year at the time as of the consummation of date Purchaser accepts such Shares for payment pursuant to the Offer or Mergerthe Effective Time, as the case may be. For federal income tax purposesTHE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF SHAREHOLDERS, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income)INCLUDING FINANCIAL INSTITUTIONS, BROKER-DEALERS, SHAREHOLDERS WHO ACQUIRED SHARES PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION, INDIVIDUALS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS. There are limitations on the deductibility of capital lossesTHE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND IS BASED UPON PRESENT LAW. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (whichBECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, for an individual holder of SharesSHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO THEM, is such holder's social security number) and any other required informationINCLUDING THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND STATE, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rulesLOCAL AND FOREIGN TAX LAWS. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 96.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash in exchange for Shares pursuant to the Offer Offer, the proposed Merger or upon the Merger exercise of dissenter's rights will be a taxable transaction for federal income tax purposes (and may also may be a taxable transaction under applicable state, local and other income or foreign tax laws). In general, A shareholder who receives cash will generally recognize gain or loss for federal income tax purposes, a stockholder will recognize gain or loss purposes in an amount equal to the difference difference, if any, between his or her the amount of cash received by the shareholder and the shareholder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received exchanged therefor. Gain or loss must be determined separately for each block of Shares exchanged (i.e.for example, Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger). Such gain or loss will be capital gain or loss (provided that the Shares are held as capital assets) and any such capital gain or loss will be long-long term capital gain or loss if if, as of the date of the exchange, the Shares were held by the holder for more than one year at year. The foregoing discussion may not be applicable to certain types of shareholders or Shares, including shareholders who acquired Shares pursuant to the time exercise of options or otherwise as compensation, individuals who are not citizens or residents of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categoriesUnited States, and when requiredforeign corporations, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included held as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment, or entities that are otherwise subject to special tax treatment under the Letter Internal Revenue Code of Transmittal1986, as amended (such as dealers in securities or foreign currency, insurance companies, regulated investment companies, tax-exempt entities, financial institutions, and investors in pass-through entities). Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liabilityTHE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH SHAREHOLDER'S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE OFFER AND THE PROPOSED MERGER, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9INCLUDING FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders beneficial holders of Shares whose Shares are purchased tendered and accepted for payment pursuant to the Offer or whose Shares are converted to cash in the Merger Merger. The discussion is for general information only and does not purport to consider all aspects of federal income taxation that might be relevant to beneficial holders of Shares. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (including pursuant the "CODE"), existing, proposed and temporary regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to the exercise of perfected dissenter rights under the DGCL)change. The discussion applies only to stockholders beneficial holders of Shares in whose hands Shares are capital assets, assets within the meaning of Section 1221 of the Code and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations certain types of beneficial holders of Shares (such as insurance companies, tax-exempt organizations organizations, holders who hold Shares are part of a straddle or dealers in securities)conversion transaction or other arrangement involving more than one position, holders whose "functional currency" is not the U.S. dollar, holders who have a principal place of business or "tax home" outside the United States, financial institutions and broker-dealers) who may be subject to special rules. This discussion does not discuss the federal income tax consequences to a stockholder beneficial holder of Shares who, for United States federal income tax purposes, is a nonresident non-resident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW, nor does it consider the effect of any foreign, state or local tax laws. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER BENEFICIAL HOLDER OF SHARES SHOULD CONSULT WITH SUCH STOCKHOLDERBENEFICIAL HOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER BENEFICIAL HOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER BENEFICIAL HOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN LOCAL AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, possibly for state and local and other income tax laws)purposes as well. In general, for federal income tax purposes, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss in an amount for federal income tax purposes equal to the difference difference, if any, between his or her the amount of cash received and the stockholder's adjusted tax basis in the Shares sold pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger and the amount of cash received thereforMerger. Gain or loss must will be determined separately for each block of Shares (i.e.I.E., Shares acquired at the same cost in a single transaction) sold tendered pursuant to the Offer or converted into surrendered for cash in pursuant to the Merger. Such capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Mergerloss. For federal income tax purposes, net Net capital gain recognized by individuals (or an estate or certain trust) non-corporate taxpayers from the sale of property held for more than twelve months one year will generally be taxed at a maximum tax rate of not to exceed 20% (or 10% if the for U.S. federal income tax purposes. Net capital gain would from property held for one year or less will be taxed subject to tax at ordinary income tax rates. In addition, capital gains recognized by a corporate taxpayer will be subject to tax at the ordinary income tax rates applicable to corporations. In general, capital losses are deductible only a 15% tax rate if such gain were treated as against capital gains and are not available to offset ordinary income). There However, individual taxpayers are limitations on the deductibility allowed to offset a limited amount of capital losseslosses against ordinary income. Payments in connection with The receipt of cash pursuant to the Offer or Merger exercise by a holder of Shares of appraisal rights, if any, under the DGCL, will be a taxable transaction. We encourage any holder of Shares considering the exercise of any appraisal rights to consult a tax advisor to determine the tax consequence of exercising such appraisal rights. Certain noncorporate holders of Shares may be subject to "back-up withholding" backup withholding at the a rate of 31% unless on cash payments received pursuant to the Offer or the Merger. Backup withholding will not apply, however, to a holder of the Shares (i) provides who furnishes a correct taxpayer identification number ("TIN") (whichand certifies that he or she is not subject to backup withholding on the substitute Form W-9 included in the transmittal letter, for an individual holder who provides a certificate of Shares, is such holder's social security number) and any other required informationforeign status on Form W-8, or (ii) who is a corporation or comes within certain other otherwise exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rulesfrom backup withholding. A holder of Shares that does not who fails to provide a the correct TIN on Form W-9 may be subject to penalties a $50.00 penalty imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9Internal Revenue Service.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain general discussion summarizes the anticipated material United States federal income tax consequences of the Offer and the Merger to stockholders whose Series A Shares are purchased pursuant to the Offer Offer. The following discussion does not address any tax consequences arising from or whose Shares are converted to cash in the Merger (including pursuant related to the exercise Merger. Stockholders should refer to the Company's proxy materials for the special meeting of perfected dissenter rights under stockholders for a discussion of the DGCLUnited States federal income tax consequences arising from or related to the Merger. This discussion addresses only stockholders who hold their Series A Shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). The discussion applies only , and does not address all of the United States federal income tax consequences that may be relevant to particular stockholders in light of their individual circumstances or to stockholders who are subject to special rules, such as: - financial institutions, - tax-exempt organizations, - insurance companies, - dealers in whose hands securities or foreign currencies, - traders in securities who elect to apply a mark-to-market method of accounting, - foreign holders, - persons who hold Series A Shares are capital assetsas a hedge against currency risk or as part of a straddle, and may not apply to Shares received pursuant to constructive sale or conversion transaction, or - holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation. The following discussion is not binding on the Internal Revenue Service. It is based upon the Code, or laws, regulations, rulings and decisions in effect as of the date of this Offer, all of which are subject to stockholders who change, possibly with retroactive effect. Tax consequences under state, local and foreign laws are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trustaddressed. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAWONLY. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD STOCKHOLDERS ARE STRONGLY URGED TO CONSULT SUCH STOCKHOLDER'S OWN THEIR TAX ADVISOR ADVISORS AS TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW SPECIFIC TAX CONSEQUENCES TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER THEM OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL, LOCAL AND FOREIGN INCOME AND OTHER INCOME TAX LAWSLAWS IN THEIR PARTICULAR CIRCUMSTANCES. The receipt of cash for Series A Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (and may also may be a taxable transaction under applicable foreign, state, local and other income tax laws). In general, for federal income tax purposes, a stockholder will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Series A Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Series A Shares (i.e., Series A Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the MergerOffer. Such capital gain or loss will be capital gain or loss (provided such Series A Shares are held as capital assets) and long-term capital gain or loss if the stockholder has held the Series A Shares were held by the holder for more than one year at on the time date of the consummation of the Offer or Mergersale. For federal income tax purposes, net Long term capital gain gains recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be individual taxpayers currently are taxed at a maximum federal income tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9%.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a summary general discussion of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased a sale of BACs pursuant to the Offer or whose Shares are converted to cash in assuming that the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, Partnership is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes and that it is not a "publicly traded partnership" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary is based on the Code, applicable Treasury Regulations thereunder, administrative rulings, practice and also procedures and judicial authority as of the date of the Offer. All of the foregoing are subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a taxable transaction particular BACs holder in light of such BACs holder's specific circumstances or to certain types of BACs holders subject to special treatment under applicable the federal income tax laws (for example, foreign persons (if any), dealers in securities, banks, insurance companies and tax-exempt entities), nor does it discuss any aspect of state, local and local, foreign or other income tax laws). In general, Sales of BACs pursuant to the Offer will be taxable transactions for federal income tax purposes, a stockholder and may also be taxable transactions under applicable state, local, foreign and other tax laws. EACH BACs HOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH BACs HOLDER OF SELLING BACs PURSUANT TO THE OFFER, INCLUDING, WITHOUT LIMITATION, FEDERAL, STATE AND LOCAL TAX CONSEQUENCES. Consequences to Tendering BACs holder. A BACs holder will recognize gain or loss in an amount on a sale of BACs pursuant to the Offer equal to the difference between his or her (i) the BACs holder's "amount realized" on the sale and (ii) the BACs holder's adjusted tax basis in the Shares BACs sold. The "amount realized" with respect to a BAC sold pursuant to the Offer or converted into cash in the Merger and will be a sum equal to the amount of cash received thereforby the BACs holder for the BAC plus the amount of Partnership liabilities allocable to the BAC (as determined under Code Section 752). Gain or loss must be determined separately for each block The amount of Shares (i.e., Shares acquired at the same cost a BACs holder's adjusted tax basis in a single transaction) BACs sold pursuant to the Offer will vary depending upon the BACs holder's particular circumstances, and will be affected by allocations of Partnership income, gain or converted into cash loss, and any historic tax credits to a BACs holder with respect to such BACs. In this regard, tendering BACs holders will be allocated a pro rata share of the Partnership's taxable income or loss with respect to BACs sold pursuant to the Offer through the effective date of the sale. Tendering BACs holders who have not utilized passive losses: A BACs holder who sells his or her BACs pursuant to this Offer will receive $725 of proceeds per BAC that may result in a tax loss of approximately $240 per BAC, which loss could be available to reduce income from other sources. Tendering BACs holders who have utilized passive losses: An individual BACs holder who sells his or her BACs pursuant to this Offer, who acquired BACs pursuant to the original offering of BACs by the Partnership and who has utilized all of his passive losses is expected to recognize a tax loss of approximately $15 per BAC. In general, the character (as capital or ordinary) of BACs holder's gain or loss on a sale of a BAC pursuant to the Offer will be determined by allocating the BACs holder's amount realized on the sale and his adjusted tax basis in the MergerBACs sold between "Section 751 items," which are "inventory items of the partnership" and "unrealized receivables" (including depreciation recapture) as defined in Code Section 751, and non-Section 751 items. Such The difference between the portion of the BACs holder's amount realized that is allocable to Section 751 items and the portion of the BACs holder's adjusted tax basis in the BACs sold that is so allocable will be treated as ordinary income or loss, and the difference between the BACs holder's remaining amount realized and adjusted tax basis will be treated as capital gain or loss assuming the BACs were held by the BACs holder as a capital asset. The Purchaser believes that substantially all of any tax loss realized on a sale of BACs pursuant to the Offer will be treated as a capital loss under these rules, although it is possible, because a BACs holder's adjusted tax basis in the BACs sold will be allocated to Section 751 items based on the Partnership's tax basis in these items, that a BACs holder may recognize ordinary income with respect to the portion of the BACs holder's amount realized on the sale of a BAC that is attributable to Section 751 items while recognizing a capital loss with respect to the balance of the selling price. Under current law, long-term capital gain or loss if the Shares were held by the holder for more than one year at the time gains of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 20% with respect to assets held more than 18 months (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's maximum federal income tax liabilityrate of 28% applies to gains with respect to assets held more than one year but less than 18 months), provided that whereas the required information maximum marginal federal income tax rate for other income of such persons is given 39.6%. Capital losses are deductible only to the IRSextent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Each holder of Shares should consult his or her tax advisor as Excess capital losses generally can be carried forward to succeeding years (a corporation's carryforward period is five years and a non-corporate taxpayer can carry forward such holder's qualifications for exemption from backlosses indefinitely); in addition, corporations, but not non-up withholding and corporate taxpayers, are allowed to carry back excess capital losses to the procedure for obtaining such exemption. 9three preceding taxable years.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a summary general discussion of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased a sale of BACs pursuant to the Offer or whose Shares are converted to cash in assuming that the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, Partnership is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes and that it is not a "publicly traded partnership" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary is based on the Code, applicable Treasury Regulations thereunder, administrative rulings, practice and also procedures and judicial authority as of the date of the Offer. All of the foregoing are subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a taxable transaction particular BACs holder in light of such BACs holder's specific circumstances or to certain types of BACs holders subject to special treatment under applicable the federal income tax laws (for example, foreign persons (if any), dealers in securities, banks, insurance companies and tax-exempt entities), nor does it discuss any aspect of state, local and local, foreign or other income tax laws). In general, Sales of BACs pursuant to the Offer will be taxable transactions for federal income tax purposes, a stockholder and may also be taxable transactions under applicable state, local, foreign and other tax laws. EACH BACs HOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH BACs HOLDER OF SELLING BACs PURSUANT TO THE OFFER, INCLUDING, WITHOUT LIMITATION, FEDERAL, STATE AND LOCAL TAX CONSEQUENCES. Consequences to Tendering BACs holder. A BACs holder will recognize gain or loss in an amount on a sale of BACs pursuant to the Offer equal to the difference between his or her (i) the BACs holder's "amount realized" on the sale and (ii) the BACs holder's adjusted tax basis in the Shares BACs sold. The "amount realized" with respect to a BAC sold pursuant to the Offer or converted into cash in the Merger and will be a sum equal to the amount of cash received thereforby the BACs holder for the BAC plus the amount of Partnership liabilities allocable to the BAC (as determined under Code Section 752). Gain or loss must be determined separately for each block The amount of Shares (i.e., Shares acquired at the same cost a BACs holder's adjusted tax basis in a single transaction) BACs sold pursuant to the Offer will vary depending upon the BACs holder's particular circumstances, and will be affected by allocations of Partnership income, gain or converted into cash loss, and any historic tax credits to a BACs holder with respect to such BACs. In this regard, tendering BACs holders will be allocated a pro rata share of the Partnership's taxable income or loss with respect to BACs sold pursuant to the Offer through the effective date of the sale. Tendering BACs holders who have not utilized passive losses: A BACs holder who sells his or her BACs pursuant to this Offer will receive $530 of proceeds per BAC that may result in a tax loss of approximately $13 per BAC, which loss could be available to reduce income from other sources. In addition, if an individual sells all of his or her BACs, unused passive losses of up to approximately $425 per BAC may be available to offset other income of such BACs holder. Tendering BACs holders who have utilized passive losses: An individual BACs holder who sells his or her BACs pursuant to this Offer, who acquired BACs pursuant to the original offering of BACs by the Partnership and who has utilized all of his passive losses is expected to recognize a tax loss of approximately $13 per BAC. In general, the character (as capital or ordinary) of BACs holder's gain or loss on a sale of a BAC pursuant to the Offer will be determined by allocating the BACs holder's amount realized on the sale and his adjusted tax basis in the MergerBACs sold between "Section 751 items," which are "inventory items of the partnership" and "unrealized receivables" (including depreciation recapture) as defined in Code Section 751, and non-Section 751 items. Such The difference between the portion of the BACs holder's amount realized that is allocable to Section 751 items and the portion of the BACs holder's adjusted tax basis in the BACs sold that is so allocable will be treated as ordinary income or loss, and the difference between the BACs holder's remaining amount realized and adjusted tax basis will be treated as capital gain or loss assuming the BACs were held by the BACs holder as a capital asset. The Purchaser believes that substantially all of any tax loss realized on a sale of BACs pursuant to the Offer will be treated as a capital loss under these rules, although it is possible, because a BACs holder's adjusted tax basis in the BACs sold will be allocated to Section 751 items based on the Partnership's tax basis in these items, that a BACs holder may recognize ordinary income with respect to the portion of the BACs holder's amount realized on the sale of a BAC that is attributable to Section 751 items while recognizing a capital loss with respect to the balance of the selling price. A BACs holder's capital gain (if any) or loss on a sale of BACs pursuant to the Offer will be treated as long-term capital gain or loss if the Shares were held by BACs holder's holding period for the holder for more than one year at the time BACs exceeds eighteen months. Under current law, long-term capital gains of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be and other non-corporate taxpayers are taxed at a maximum marginal federal income tax rate of 20% with respect to assets held more than 18 months (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital losses. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares (i) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's maximum federal income tax liabilityrate of 28% applies to gains with respect to assets held more than one year but less than 18 months), provided that whereas the required information maximum marginal federal income tax rate for other income of such persons is given 39.6%. Capital losses are deductible only to the IRSextent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Each holder of Shares should consult his or her tax advisor as Excess capital losses generally can be carried forward to succeeding years (a corporation's carryforward period is five years and a non-corporate taxpayer can carry forward such holder's qualifications for exemption from backlosses indefinitely); in addition, corporations, but not non-up withholding and corporate taxpayers, are allowed to carry back excess capital losses to the procedure for obtaining such exemption. 9three preceding taxable years.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States the principal federal income tax consequences of the Offer and the Merger to stockholders holders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCLappraisal rights). The discussion applies only to stockholders holders of Shares in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders holders of Shares who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securitiesnon-U.S. persons). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER HOLDER OF SHARES SHOULD CONSULT SUCH STOCKHOLDERHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN LOCAL AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger (including pursuant to the exercise of appraisal rights) will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for federal income tax purposes, a stockholder holder of Shares will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into to cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into to cash in the Merger. Such capital gain or loss will be long-term capital gain or loss (other than, with respect to the exercise of appraisal rights, amounts, if the Shares were held by the holder any, which are or are deemed to be interest for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital which amounts will be taxed as ordinary income) and will be long-term gain recognized by individuals or loss if, on the date of sale (or an estate or certain trust) from or, if applicable, the sale date of property the Merger), the Shares were held for more than twelve months will generally be taxed at a maximum tax rate of 20% (or 10% if the capital gain would be taxed at only a 15% tax rate if such gain were treated as ordinary income). There are limitations on the deductibility of capital lossesone year. Payments in connection with the Offer or the Merger may be subject to "back-up backup withholding" at the a rate of 31% unless %. Backup withholding generally applies if the holder of the Shares stockholder (ia) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's fails to furnish his social security numbernumber or TIN, (b) and any other required informationfurnishes an incorrect TIN, (c) fails to properly include a reportable interest or dividend payment on his federal income tax return, or (iid) is a corporation or comes within under certain other exempt categoriescircumstances, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is his correct TIN may be number and that he is not subject to penalties imposed by the IRSbackup withholding. Shareholders may prevent back-up Backup withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does is not constitute an additional tax and will but merely an advance payment, which may be creditable against such holder's federal income tax liability, provided that the required information is given refunded to the IRSextent it results in an overpayment of tax. Certain persons generally are entitled to exemption from backup withholding, including corporations and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each holder of Shares stockholder should consult with his or her own tax advisor as to such holder's qualifications his qualification for exemption from back-up backup withholding and the procedure for obtaining such exemption. 9Tendering stockholders may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. See Section 3.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Proposed Merger will be a taxable transaction for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and may also may be a taxable transaction under applicable state, local local, foreign and other income tax laws). In generalGenerally, for federal income tax purposes, a stockholder tendering shareholder will recognize gain or loss in an amount equal to the difference difference, if any, between his the amount of cash received by the shareholder pursuant to the Offer or her adjusted Proposed Merger and the aggregate tax basis in the Shares sold tendered by the shareholder and purchased pursuant to the Offer or converted into cash in the Merger and Proposed Merger, as the amount of cash received thereforcase may be. Gain or loss must will be determined computed separately for each block of Shares (i.e., Shares acquired at the same cost in a single transactiontime and price) sold tendered and purchased pursuant to the Offer or converted into cash in the Proposed Merger, as the case may be. Such If Shares are held by a shareholder as capital assets, gain or loss recognized by the shareholder will be capital gain or loss loss, which will be long-term capital gain or loss if such shareholder's holding period for the Shares were held by the holder for more than exceeds one year at the time of the consummation of the Offer or Mergeryear. For federal income tax purposesUnder present law, net long-term capital gain gains recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months individual shareholder generally will generally be taxed at a maximum federal marginal tax rate of 20% (or 10% if the 28%, and long-term capital gain would gains recognized by a corporate shareholder will be taxed at only a 15% maximum federal marginal tax rate if such gain were treated as ordinary income)of 35%. There are limitations on the deductibility of capital lossesTHE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE WITH RESPECT TO SHARES RECEIVED PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION OR WITH RESPECT TO HOLDERS OF SHARES WHO ARE SUBJECT TO SPECIAL TAX TREATMENT UNDER THE CODE, SUCH AS NON-U.S. PERSONS, LIFE INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND FINANCIAL INSTITUTIONS, AND MAY NOT APPLY TO A HOLDER OF SHARES IN LIGHT OF INDIVIDUAL CIRCUMSTANCES. Payments in connection with the Offer or Merger may be subject to "back-up withholding" at the rate of 31% unless the holder of the Shares SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (iINCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR OTHER TAX CONSEQUENCES) provides a correct taxpayer identification number ("TIN") (which, for an individual holder of Shares, is such holder's social security number) and any other required information, or (ii) is a corporation or comes within certain other exempt categories, and when required, demonstrates this fact, and otherwise complies with applicable requirements of the back-up withholding rules. A holder of Shares that does not provide a correct TIN may be subject to penalties imposed by the IRS. Shareholders may prevent back-up withholding by completing and signing the Substitute Form W-9 included as part of the Letter of Transmittal. Any amount paid as back-up withholding does not constitute an additional tax and will be creditable against such holder's federal income tax liability, provided that the required information is given to the IRS. Each holder of Shares should consult his or her tax advisor as to such holder's qualifications for exemption from back-up withholding and the procedure for obtaining such exemption. 9OF THE OFFER AND THE PROPOSED MERGER.