Letter of inttent

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............., Inc.

Adres

LETTER OF INTENT

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________ __, 00_

Board of Directors

............., Inc.

[Address]

Re Proposal by................ Inc. to acquire the ...........

Ladies and Gentlemen

This letter outlines the proposal by ........... (Buyer) to purchase the assets of the ....................... (the Division) of ........., Inc. (the Seller) on the following principal terms and conditions

1. Acquisition. Buyer, through an indirect wholly owned United States subsidiary (Acquisition-Sub), proposes to acquire all the assets of the Division (other than cash) including, without limitation, the Divisions accounts receivable, notes receivable, inventories, real estate, properties, plants, equipment, leases, patents, trademarks, trade names, service marks, routes, customer listes, covenants not to compete with the Division and all computer hardware and software associated with the Division. All such assets will be transferred to Acquisition-Sub free and clear of all liens and other encumbrances.

. Purchase Price; Adjustment.

(a) Subject to the adjustment described in sub-paragraph (c) the purchase price (the Purchase Price) for the Division will be the sum of [ HUNDRED MILLION DOLLARS ($000,000,000)]. In addition, Buyer will assume, on the Closing Date, the Assumed Liabilities (as defined in paragraph ).

(b) On the Closing Date, Buyer will pay 5% of the Purchase Price in immediately available funds to Seller and the balance will be paid to an escrow agent acceptable to Buyer and Seller pending the adjustment described in sub-paragraph (c) below.

(c) Buyer and Seller will cause an audited balance sheet (the Closing Balance Sheet) of the Division as of the date the transaction is closed (the Closing Date) to be prepared within 60 days following the Closing Date. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles on a basis consistent with those in the December 1, 00_, audited balance sheet of the Division (GAAP), a copy of which is attached hereto as Exhibit A, except as otherwise specified herein. In preparing the Closing Balance Sheet, cash and the Assumed Liabilities will be excluded. If the amount of the Net Tangible Assets (as defined in Exhibit B) of the Division as disclosed on the Closing Balance Sheet (therefrom the Closing Book Value) exceeds [$000,000,000], the Purchase Price will be increased on a dollar-for-dollar basis by an amount equal to such excess. If $000,000,000 exceeds the Closing Book Value, the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to the excess.

. Assumed Liabilities. Acquisition-Sub will assume none of the liabilities of Seller and the Division other than (i) the liabilities of Seller with respect to ______, in an amount not to exceed $______ (the Assumed Liabilities) and (ii) obligations arising after the Closing Date under contracts with unions, employees, suppliers and maintenance firms, equipment leases and other agreements entered into prior to the Closing Date in connection with the day-to-day operation of the Division as agreed between Seller and Buyer and listed in Exhibit C attached hereto.

4. Definitive Agreement. Upon the acceptance of this letter by Seller, Acquisition-Sub and Seller will promptly negotiate, in good faith, the terms of a definitive agreement (the Definitive Agreement). The Definitive Agreement will be in a form customary for transactions of this type and will include, in addition to those matters specifically set forth in this letter, customary representations, warranties, indemnities, covenants and agreements of the Company and the Buyer, customary conditions of closing and other customary matters. The Definitive Agreement will also contain Sellers agreement not to compete with Buyer in the United States in any business conducted by the Division as of the Closing Date for five years following the Closing Date.

5. Purchase Investigation. Buyer will promptly begin and diligently pursue a purchase investigation of the legal, business, environmental and financial condition of the Division. Seller will extend its full cooperation to Buyer and its lawyers, accountants and other representatives in connection with such investigation. Buyer, its lawyers, accountants and other representatives shall have full access to Sellers (including, but not limited to, the Divisions) books and records, facilities, accountants and key employees for the purpose of conducting such purchase investigation. The consummation of the transactions contemplated by this letter shall be conditional upon Buyers complete satisfaction with such purchase investigation.

6. Public Announcements. Subject to applicable law, any public announcement relating to this transaction will be mutually agreed upon and jointly made by the parties. If the transactions contemplated hereby becomes public knowledge prior to the time the Definitive Agreement is executed or, if earlier, the date Buyer discloses such transactions to its shareholders, Buyers proposal set forth herein to acquire the Division may be withdrawn.

7. Filings and Applications. Each party shall cooperate fully with the other party in furnishing any

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