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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

(22)<br />

All of the entities and individuals identified in these footnotes 21 and 23 disclaim group attribution.<br />

FPLLC, FCMLLC and each of the Farallon Managing Members disclaim any beneficial ownership of<br />

the shares owned by the Farallon <strong>Part</strong>nerships and/or Managed Account, as appropriate. The address<br />

for each of the above-mentioned entities and persons is c/o Farallon Capital Management, L.L.C., One<br />

Maritime Plaza, Suite 2100, San Francisco, CA 94111.<br />

(23)<br />

(24)<br />

(25)<br />

As the manager of Farallon Capital Offshore Investors, Inc. (the “Managed Account”), Farallon Capital<br />

Management, L.L.C. (“FCMLLC”) may, for purposes of Rule 13d-3 under the Exchange Act, be<br />

deemed to beneficially own the shares beneficially owned by the Managed Account. As managing<br />

members and, in the case of Mr. Steyer, as Senior Managing Member, of FCMLLC, each of the<br />

Farallon Managing Members may, for purposes of Rule 13d-3 under the Exchange Act, be deemed to<br />

beneficially own the shares beneficially owned by the Managed Account.<br />

The entity is a registered investment fund (the “Fund”) advised by Fidelity Management & Research<br />

Company (“FMR Co.”), a registered investment adviser under the Investment Advisers Act of 1940, as<br />

amended. FMR Co., 82 Devonshire Street, Boston, Massachusetts 02109, is a wholly-owned subsidiary<br />

of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act<br />

of 1940.<br />

Edward C. Johnson 3d, FMR Corp., through its control of FMR Co., and the Fund each has sole power<br />

to dispose of the Securities owned by the Fund.<br />

Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or<br />

direct the voting of the shares owned directly by the Fund, which power resides with the Fund’s Board<br />

of Trustees.<br />

The Fund is an affiliate of a broker-dealer. The Fund purchased the Securities in the ordinary course of<br />

business and, at the time of the purchase of the securities to be resold, the Fund did not have any<br />

agreements or understandings, directly or indirectly, with any person to distribute the notes or<br />

conversion shares.<br />

The Fund does not intend to sell, transfer, assign, pledge or hypothecate or otherwise enter into any<br />

hedging, short sale, derivative, put or call transaction that would result in the effective economic<br />

disposition of the securities through an affiliated broker-dealer.<br />

The entity is an Ontario Mutual Fund Trust. Its trustee and manager is Fidelity Investments Canada<br />

Limited (“FICL”). FICL is advised by FMR Co. FMR Co. shares investment power over the notes and<br />

the conversion shares held by the selling stockholder with Mr. Edward C. Johnson 3rd. These holdings<br />

are as of April 28, 2008.<br />

Fidelity International Limited (“FIL”), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and<br />

various foreign-based subsidiaries provide investment advisory and management services to these non-<br />

U.S. investment companies. FIL, which is a qualified institution under section 240.13d-1(b)(1)<br />

pursuant to an <strong>SEC</strong> No-Action letter dated October 5, 2000, is the beneficial owner of the Common<br />

Stock shares listed above.<br />

A partnership controlled predominantly by members of the family of Edward C. Johnson 3d, Chairman<br />

of FMR Corp. and FIL, or trusts for their benefit, owns shares of FIL voting stock with the right to cast<br />

approximately 38% of the total votes which may be cast by all holders of FIL voting stock. FMR Corp.<br />

and FIL are separate and independent corporate entities, and their Boards of Directors are generally<br />

composed of different individuals.<br />

FMR Corp. and FIL are of the view that they are not acting as a “group” for purposes of Section 13(d)<br />

under the Exchange Act and that they are not otherwise required to attribute to each other the<br />

“beneficial ownership” of securities “beneficially owned” by the other corporation within the meaning<br />

of Rule 13d-3 promulgated under the Exchange Act. Therefore, they are of the view that the shares<br />

held by the other corporation need not be aggregated for purposes of Section 13(d).<br />

None of the selling stockholders listed above has, or within the past three years has had, any position,<br />

office or other material relationship with the Company or any of its predecessors or affiliates.<br />

S-44

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