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

Exhibit G

° Case 1 :04-cv-01339-SLR Document 132-8 Filed 03/01 /2007 Page 2 of 3 I
From; — Andri Theo [[email protected]] on behalf of Isaac M. Neuberger [[email protected]] Z.
'?-rpt: Tuesday, August 06, 2002 2:24 PM
"` J Q} George J. Buchler (E—maiI); Eugene Krieger (E—mail) _
cc: Avie Arenson (E-mail); Michael G. Jesselson (E—mail); Michel Konig (Eémail); Mark Frankel (E-
mail) ’ . _.
Subject: ALH § DEPOSITION `
` _ g EXHIBIT T
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> As you might remember from prior communications, I represent SELK LLC, =ne of the Class _
B Members of ALH II.
> As I know Avie Arenson has advised you, all of the Class B Members =et together in
London last week and have had a number of telephonic =onferences both before and after
the London meetings.
> .
> The Class Bs have discussed among themselves and have consulted with y
> experts of note in the homebuilding industry the future prospects of
> =LH, as a going concern; the advisability of selling Memphis alone
> NOW; =he impact that such a sale will have on both ALH's continuing
i> =perations and whether it will reduce the aggregate sales value of » ` _ I
> ALH =s a going concern. We also have discussed with these same
> =nowledgeable people whether there are in fact others who might be
> =nterested in Memphis as a stand alone, assuming that Walter
> Industries =ould not agree to a delay in the entry of the LOI, as
> proposed. Lastly =e feel it essential that we explore gaining a ·
> further extension of the =wiss Re—Wachovia facility now. All of these K
> discussions and =onsideration take into account and recognize I L9043
> Shamrock's decision to =xit this particular investment and the need ` “
`lfor the Bs to move quickly =o
> We understand that in large part your desire to exit this investment =s driven by the
management demands made on you by other investments and =hat appears to be a concern that
with Swiss Re- Wachovia facility can =OT be extended. Obviously the Bs feel that the
"control" of ALH owes =hem a duty to try and maximize their return, not to speak of the
loss =hat the current situation portends.
>
> As Avie has advised you, it is the considered opinion of the Bs, that =f you proceed
NOW with the exit that you are directing that Shamrock =nd each of the Bs will face a
significant loss that we think can be =voided and that the business as_a going concern »
could at the right time =rovide a significant return. —
> .
> The Bs have been exploring forming a Joint Venture with several .
> =xtremely knowledgeable tract home building experts to acquire the A position in ALH. I Q
We would =ntend to explore the other issues identified above at the very same =ime. We '
think that this can be accomplished in weeks. We feel that a =ale of Memphis would cause
irreversible injury and doom ALH to a nearly =omplete loss. If this could be avoided, it
would serve everyone's =nterest and allow Shamrock an exit with any further involvement
with =LH.
> .~».
> The geographical locations of the Bs coupled with August vacation =chedules make this F
task all the more difficult- However we are ALL =ommitted to see this through. ~
> I .
> If Shamrock is willing we would like to propose a face to face meeting =where some of
the Bs might have to participate by phone) to explore the =arameters of an arrangement.
Please let me know if Shamrock is willing =o meet with the Bs and their counsel.
>
PQ
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coAFIDENTIALITY NOTICE: This e—mail message from Neuberger, Quinn, =ielen, Rubin & `
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and may constitute a communication =rotected by the attorney—client privilege. If you are
not the intended =ecipient or a person responsible for delivering it to the intended E
=ecipient, you are hereby notified that any use, distribution, or =opying of this M

U t Case 1:04-cv-01339-SLR Document 132-8 Filed O3/O1/2007 Page 3 of 3 p .»
communication or its contents is strictly prohibited. =f you have received this
communication in error, please notify us =mmediately by telephone at (410) 332-8550. ?
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