February 26, 2003

Debt Restructure:
Positioning a Company For Sale or For Future Growth
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Panel Moderator:
Richard Scudellari, Partner, Morrison & Foerster

Presenters:
Peter Fishman, Houlihan Lokey's Financial Restructuring Group
Rad R Sundar, CEO, VARStreet, Inc.Ý
Adam Lewis, Partner, Morrison & Foerster Bankruptcy Group

Many venture-backed and other privately-held companies find themselves with debt and other financial commitments far in excess of their capital resources. Often, in this difficult business environment, the restructuring of debts, liabilities and commitments is a condition to the successful sale or financing of a company. At the same time, management needs to hold the company's team and customers together while the restructuring effort is taking place. Today's panelists will address many aspects of the restructuring process, including:

• Working with vendors so that they to agree to less money/take equity
  
• Working with banks and other lenders to restructure loans
  
• Dealing with landlords and excess space
  
• Obtaining the cooperation of shareholders with conflicting interests
  
• Keeping your customers happy
  
• Keeping your key employees and hiring additional key employees
  
• Preserving the value of the equity
  
• Making sure all you steps comply with all legal requirements
  
• Financing strategies
  
• Bankruptcy as an option