3. The Proposed Transactions

a. The Buyer - LB Pacific

LB Pacific is a newly established limited partnership formed pursuant to Delaware's Revised Uniform Limited Partnership Act. Its purpose will be to own Pacific GP. Its principal place of business is 399 Park Avenue, 9^th Floor, New York, NY, 10022.

LB Pacific is owned and controlled by Lehman Brothers' Merchant Banking Group and an investment fund under its management. Lehman Brothers' Merchant Banking Group is part of the Private Equity Division of Lehman Brothers, a global financial institution. The equity ownership of LB Pacific will ultimately be held by Lehman Brothers and various investment funds managed by Lehman Brothers, and, potentially, third party investors, but according to the Joint Applicants, Lehman Brothers will retain control of LB Pacific.

As a result of all of the above transaction, Lehman Brothers' Merchant Banking Group will own and control LB Pacific which will own Pacific GP thereby severing and replacing PPS Holding and its owner TAC in this multi-layered corporate structure. It is by this transaction that Joint Parties propose for LB Pacific to acquire control over both PPS and PT.