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CSFB tried to renegotiate the price, structure payments to prevent a violation of loan covenants, arrange new credit facilities to cover the cash outlay, and obtain standstill agreements from Starbelly.com's investors (who otherwise might be able to use the stock received in the acquisition to take effective control of HA-LO).

It also gave HA-LO a “fairness opinion” representing that, “as of the date hereof [January 17, 2000], the Merger Consideration is fair to HA-LO from a financial point of view.” Both CSFB's engagement letter and the fairness opinion specified that CSFB relied on HA-LO's financial projections, which it had not tried to verify.

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