Deutsche

Bank

TO: Louis Danton, Managing Director of Intercontinental Capital, Ltd.

FROM: Maria Ober, Vice President of Deutsche Bank Securities

DATE: November 20, 2003

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SUBJECT: Financing and Acquisition of Consolidated Supply S.A.

As per your request, our acquisition finance team has assessed the viability of your company’s (Intercontinental Capital, Ltd. hereby referred to as “ICL”) bid of $1.513 billion for the acquisition of Consolidated Supply S.A (hereby referred to as “CSSA”) from its parent company AtlanticMed Systems (hereby referred to as “AMS”). Through the assessment of CSSA’s enterprise value and other relevant factors, we have determined that your bid offer of $1.513 billion is undervalued and therefore beneficial from your company’s standpoint. Furthermore, we have conducted a detailed analysis of your bid price and financing proposal, and have recommended several alterations in the deal design to enhance the acquisition proposal.

Matters of Concern

There are several issues which need to be considered when determining the feasibility for your proposed bid. Firstly, the anticipated bid consists of $534 million in equity and the remaining $979 million funded through debt. Your company had determined this financing option to be the most ideal and cost-effective option to ensure a successful acquisition of CSSA.

With previous experience in assisting with AMS’ previous buyout of CSSA, we were able to develop a strong client relationship with CSSA and AMS which will also be beneficial for your bid offer negotiation. Additionally, the bid offering would maintain our bank’s credit, underwriting and profitability standards while allowing for a maximum return for AMS, CSSA, Deutsche Bank and ICL thereby fostering future business relationships amongst these companies.

To assure an adequate proposal, the bid should be able to achieve a minimum internal rate of return of 30% for the equity...