0512010 Informal Interpretation

From: (redacted)

Sent: Thursday, December 08, 2005 9:26 AM

To: Verne,B. Michael

Cc: (redacted)

Subject: quickForm question

Mike,

Hopefully thisis an easy one, but maybe not:

I know it's okfor Acquiring Person to file while still in the process of setting up theacquiring entities, as long as the acquiring entities are included within theAcquiring Person at the time of closing (ie, the UPE does not change from thefiling), right? But is there any problem if the Purchase Agreement filed underitem 3(d) is with a Buyer entity that technically is outside the filing person(owned by all the same investors as the filing person)? - it is to be assigned to acquiringentities pre-closing once they are set up as subsidiaries of UPE, which hasn'toccurred yet.

Just wanted tomake sure this wasn't a problem, or perhaps we need to say something in thedescription to avoid PNO looking at filing and thinking AcquiringPerson did not have a signed agreement?? Acquiring Person will of courseexecute the required affidavit.