Free Declaration - District Court of Arizona - Arizona

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Case 2:02-cv-02099-RCB Document 345-66 Filed O3/10/2006 Page10f4

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JOE NOLAN —· RECORDED 03/09/01 at 6:36 a.m. {Message from Joe Nolan)
R Tracey and Ben, two things. First, um, there is a guy named Duncan Thomas. He’s at a
company called Exult, which is a public company E·X·U—L·T. Will you get me his phone
number? We can always get it from Steve Pearlman’s office if you need it and um, tigure out
I where I can call him later today on Friday. Dan, if you could, we might want to coordinate
getting him the same letter we got Perot Systems and just put his name on it, saying they can go
after the employees. You know, as long as we handle the severance and non·competes um, and
he wants a list of employees that were terminated as well, which I don’t see any harm in giving
him. Dan, do you want to call him back or I can call him back. I just talked about same close in
three or four weeks. They need to give us a letter saying they realize they need to put, you know,
$5+ million of capital into the business, and that’s not a shocker, and then what will they give us
beyond that for turning over the keys. And I can call him later today and have that conversation
with him or if you want to call him, let me know. If you guys want to leave a message urgent,
but we should also get him the letter as well.
800-232-0265
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JOE NOLAN — RECORDED 03/09/U1 (Message from Duncan Thomas;
Hi Joe this is Duncan Thomas from Exult. I wanted to just quickly get back to you and leave
you a voicemail with regards to a discussion I just had with Jim Madden, you know, and I
wanted to clarify the two options that you saw and make sure that we are on the same page. The
first option was that if we could go alter the people that you’d let go. And you are going to
C provide us a list of those people that we might be able to hire. You’d give us a release if we
I needed it for that and potentially go and hire those people. That would help you with regards to
severance. The second option is make an offer for the company and my understanding is that it
is actually pretty parallel to what we have already provided as long as we can close within a very
short period of time. So we may be within um, you know, spitting distance of each other if you
like. If we made you an offer of you know, as we put in that document $5—l5M of equity and
that we could close within the next three to four weeks, and that’s all you needed to fund over the
next three to four weeks until we closed, then basically we would pick up the business, um, and
that would either include or exclude ICG and that either include or exclude the debt. Now, you
know, we would say, you know, if you drew up a midpoint there, we would give you, you know,
give you HSIOM of equity, um, and you sell ICG, um, and you’d take the debt obligation or
something of that nature, you know, relative economic value, whatever the pieces are there. I
just wanted to be clear about the two options. We are still very interested in pursuing the second
one, which is buying the company, um, we would have to very quickly understand whether we
can pick up Cargill and we would go down, you know, immediately and try to do that. So, we
are going to talk about it at the board meeting tomorrow and either myself or Jim will call you
back on Monday. Um, actually, if you could just leave me a voicemail or call me tomorrow and
make sure that I am on the same page with regard to those two options, that would be very
helpful. My telephone number is 949-809, 949, let me see what it is, 949-809-2871. Thanks
Joe. Bye bye.
$03¤7Z;('I€fél§;o BOO·232~0255
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