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Appendix 1


               The following scenarios present four hypothetical sets of projections for a company that demonstrate the
               effect that interest expense has on the utilization of an existing net operating loss (NOL) carryover. The
               scenarios also demonstrate that the utilization of an NOL will not have an impact on the tax benefit of
               interest expense. Each scenario contains the same assumptions regarding earnings before interest and
               taxes (EBIT). The four scenarios each present a different set of assumptions regarding interest expense
               and the NOL. The four scenarios are as follows:

                       Scenario A — Projections Excluding Interest Expense and NOLs


                       Scenario B — Projections Including Interest Expense and Excluding NOLs

                       Scenario C — Projections Including Interest Expense and NOLs

                       Scenario D — Projections Excluding Interest Expense and Including NOLs

                                         Pro Forma Net Operating Loss Utilization
                                              Effect on Tax Benefit of Interest

                             Scenario A — Projections Excluding Interest Expense and NOLs




                                                                              Year
                                                              1        2        3        4         5
                      Earnings Before Interest & Taxes        $200     $250     $300     $350      $400

                      Interest Expense                        $ —      $ —       $ —      $ —      $ —
                      Earnings Before Taxes                   $200     $250     $300     $350      $400
                      Tax Rate                                40%       40%      40%      40%      40%
                      Beginning NOL                           $ —      $ —       $ —      $ —      $ —

                      NOL Used                                $ —      $ —       $ —      $ —      $ —
                      Taxes With NOL Utilization               $80     $100     $120     $140      $160
                      Cumulative Taxes                         $80     $180     $300     $440      $600



                      Tax Benefit of Interest                 $ —      $ —       $ —      $ —      $ —
                      Cumulative Tax Benefit of Interest      $ —      $ —       $ —      $ —      $ —



                      Tax Benefit of NOL                      $ —      $ —       $ —      $ —      $ —
                      Cumulative Tax Benefit of NOL           $ —      $ —       $ —      $ —      $ —



               Scenario A is the base case, without interest expense or NOLs.




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