Subject: FW: ADDITIONAL CLARIFICATION ON TEG PROPOSAL TO COLAS RAIL
From: "Devon Archer " <[email-masked]>
To: <[email-masked]>, "'Eric Schwerin'" <[email-masked]>, "'Neil Callahan'" <[email-masked]>
Date: Wed, 3 Mar 2010 12:30:21 -0500

Lorenzo, Abel and I reviewed the points below and Lorenzo is calling Jean-Pierre.

Point 1 is confirmed US JV...We're not requiring an equity investment...we'll give you best estimate on expense 
Point 2 we reviewed the put - call structure language - nominal put of 26% at year 5 and then the a put - call for the remaining 25% at fair market value

Anything else to add?
Devon

-----Original Message-----
From: Lorenzo Roccia [mailto:[email-masked]] 
Sent: Wednesday, March 03, 2010 9:10 AM
To: Devon Archer; Abel Navarro Homet; [email-masked]'; [email-masked]'
Subject: Fw: ADDITIONAL CLARIFICATION ON TEG PROPOSAL TO COLAS RAIL

----- Original Message -----
From: BERTRAND, Jean-Pierre (MLRAI) <[email-masked]>
To: Lorenzo Roccia
Cc: FOSTIER, Richard (MLRAI) <[email-masked]>; [email-masked] <[email-masked]>
Sent: Wed Mar 03 09:03:24 2010
Subject: ADDITIONAL CLARIFICATION ON TEG PROPOSAL TO COLAS RAIL

Dear Lorenzo,

Having gone through your proposal made last week and further to our phone conversation, we would like to gate the following additional information :

*	Regarding the JV to be created between TEG and Colas Rail in the US, it was my understanding that the said JV will be set as a permanent company registered in the US. If this is confirmed, do you have an idea of the amount of the equity required to set up the company?
*	It was also my understanding that at the set-up of the JV, TEG will have 50% + of the shares, Colas Rail 50% - , in order to benefit from the minority business enterprise mechanism provided by the US law. However, the management of the JV will be transferred to Colas rail, regardless the minority shares. Could you please confirm and precise your best assessment for the duration of such breakdown of the shares before TEG to become a 20% shareholder as highlighted in your proposal.

On our side, Richard Fostier, our International Business Development –  Manager is preparing the set of references of Colas rail for intercity railroad networks, covering new lines construction, Maintenance and Renewal in all disciplines, as requested.

On our side, I will present the file to our boards upon receipt of the missing info, as indicated within mid-march and let you know the outcome

Yours Faithfully,

JPB.

Jean-Pierre BERTRAND
Executive Vice-President – International 

COLAS RAIL

[email-masked] <mailto:[email-masked]> 

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