0604006 Informal Interpretation

From:(redacted)

Sent:Tuesday, April 11, 2006 7:39 PM

To:Verne, B. Michael

Subject:Confirmation

HiMike.

A client is reorganizing in thefollowing manner: The current corporate UPE (Company A) is being merged withand into a wholly-owned subsidiary of a newly formed holding company ("NewParent"). At the end of the day, Company A will be 100% owned by NewParent. Upon consummation, New Parent will be the UPE only of Company A and theentities that it currently controls and will own only the minority intereststhat Company A and the entities that it controls currently own. There will beno changes other than the placement of New Parent above Company A. Currentshareholders of Company A will receive stock of New Parent in exchange fortheir Company A stock. All is pro rata. I know that the reorganization is notreportable. I also believe, but wish to confirm, that future acquisitions madeby New Parent are covered by HSR filings made by Company A (as UPE) prior tothis reorganization and that future acquisitions of New Parent stock bystockholders who filed for acquistions of Company A stock within the past 5years will be covered by those previous HSR filings until the 5 years expires.

Please call (redacted) oremail me at your earliest convenience. Best regards,