Free Answering Brief in Opposition - District Court of Delaware - Delaware

Exhibit H

Case 1:04-cv-01339-SLR Document 132-9 Filed 03/01/2007 Page 2 of 2 _ _ _
· I 1 David Robbins - 12/14/06
Page 130 Page 132
1 this date.) 1 rate.
2 Q. I show you what has been marked 2 A. I'm trying to read this in context to “
3 Robbins Exhibit 11. Can you identify this 3 know what you're asking me, okay?
4 document? 4 Q. Go ahead.
5 A. Yes. The engagement letter with JMP 5 MR. HURD: I want to request the
6 in connection with a possible sale of the 6 return of the document as a privileged
7 company, series of related transactions involving 7 communication. · It was inadvertently Z
8 the sale of substantially allof the assets of 8 produced.
9 the company to a third party. 9 MR. WOOD: Okay. Just because he is
10 Q. Do you recall if the agreement 10 Shamrock, not ALH at this point, that's why
11 provided for a fee to JMP for a fairness opinion? 11 it's privileged?
12 A. I believe it does not. 12 MR. HURD: Yes. _It‘s Shamrock,
13 Q. Directing your attention to 20325, 13 exacdy. V
14 Paragraph 2.5. Does that refresh your 14 MR. WOOD: (Handing). I understand g
15 recollection as to whether there was such a fee? 15 your position and we will note for the
16 A. It refreshes my recollection that if 16 record that the waiver letter was not done
17 ALH requested a fee, JMP would give a written 17 until April 16, 2002. The e—mail is dated
18 opinion for a fee of $100,000. 18 April 12th, is it not?
19 Q. So I think you misspoke. If requested 19 MR. HURD: April 13th and 14th.
20 by ALH? 20 Q. Who drafted the 2002 loan document?
21 A. If requested by Uwe company, that's 21 A. I believe it was drafted probably by
Page 131 ` Page 133
1 ALH, then JMP would give a written opinion at a 1 my associate and reviewed by me. if
2 cost of $100,000. 2 Q. Do you recall anything about the
3 Q. Is it your understanding that any oral 3 interest rate?
4 fairness opinion was free? 4 A. Today I have no particular
5 A. There was-no fee to be charged for an 5 recollection about the interest rate.
6 oral fairness opinion. 6 Q. Do you recall it being high, low,
7 Q. Do you specifically remember 7 reasonable?
* 8 negotiating that? 8 A. Do you have a copy of the loan
' 9 A. No. 9 document?
· 10 (Luncheon recess taken.) 10 Y Q. Yes, I do, as a matter of fact.
11 (Whereupon, Robbins Exhibit No. 12, 11 (Whereupon, Robbins Exhibit No. 13,
12 E—mail to Mr. Krieger and Mr. Buchler from 12 Loan Agreement, marked for identification,
13_ Lino Lauro, marked for identification, as of 13 V as of this date.)
14 this date.) 14 A. Do you also have a copy of the 2000
15 Q. Let me show you what's been marked 15 loan document?
16 ` Robbins Exhibit 12. This is an e-mail from 16 Q. No, I don't.
17 Mr. Lauro to Mr. Krieger and Mr. Buchler, copy to 17 A. The interest rate is 18 percent, I
18 you, and it's a little hard to follow. I think 18 according to the loan document.
19 Mr. Krieger sort of answered the e-mail. In 19 Q.- Do you recall any concerns about-the
20 particular, I'm going to direct you to 20 interest rate? i
21 Paragraph 4. See that? It taIl 34 (Pages 130 to 133) Q f
Towson Reporting Company GORE BROTHERS Whitman Reporting - Rockville
410-828-4148 410-837-3027 30.1-279-7599
817abeff—dc5c—43ec-8de1-6b2f738bca86