SULLIVAN 8c CROMWELL LLP
Trixziizidqsizi{a31Id?;1;e6a6d>oO /886) Qamé gw!
WWW.SULLCROM.COM 5 Q; é J 6 gz ,
July 27, 2007
By E—mail and Federal Express
Bruce D. Angiolillo, Esq.,
Simpson Thacher & Bartlett LLP,
425 Lexington Avenue,
New York, NY 10017-3954.
Re: Tax Protection Agreement Dispute
Dear Bruce: I
I had called you to discuss scheduling and a proposal regarding two
possible nationally recognized independent public accounting firms to select as the
arbitrator, so long as your clients could provide disclosures regarding their relationships
with these firms. Of course, our clients are prepared to do the same.
To meet your concem that any firm selected be sufficiently sophisticated
in REITS, we have identified both Grant Thomton LLP and Reznick Group, which have
established expertise in this area. We have enclosed information we received regarding
the REIT practices of these firms for your consideration. Also, as I stated in our
telephone call on Tuesday, to even consider using KPMG and PricewaterhouseCoopers,
we will need some disclosure regarding those finns’ relationship with your clients.
To ensure that this dispute does not languish, I am enclosing an Amended
Petition to Compel Arbitration and its supporting papers, which were filed today in the
United States District Court for the Northem District of California. If we are able to
reach a mutual agreement on the selection of a nationally recognized independent public
accounting firm, or have made significant progress, we can certainly adjourn or continue
any response.
Case 5:07-cv-03001-RIVIW Document 35-2 Filed 08/17/2007 Page 2 of 2
Bruce D. Angiolillo, Esq. -2-
Very truly yours,
it/l{
(Enclosures)
cc: Ned Spieker
Alison S. Ressler
(Sullivan & Cromwell LLP)
Case 5:07-cv-03001-RMW
Document 35-2
Filed 08/17/2007
Page 1 of 2
Case 5:07-cv-03001-RMW
Document 35-2
Filed 08/17/2007
Page 2 of 2
United States Free Forms
Canada Free Forms
United Kingdom Free Forms
Australia Free Forms