0104011 Informal Interpretation

April l 27, 2000

Re: Hart-Scott-Rodino Act - Bona Fide Debt Work-Out Exemption

Dear Ms. Ovuka:

This letter is to confirm certain information you provided to me during our telephone conversation of April 26, 2000 pertaining to the bona fide debt work-out exemption to Hart-Scott-Rodino filings. Specifically I called to inquire whether a creditor's exchange of existing debt for voting securities as part of a restructuring transaction would come within the exemption of Rule 802.63 for creditors acquiring voting securities as part of a debt work-out. You confirmed that since the acquisition of voting securities was in exchange for the reduction of existing debt, the restructuring would be exempt from Hart-Scott-Rodino fling requirements. You also indicated that the bona fide debt work-out exemption applied regardless of the amount of voting securities acquired.

If there is anything incorrect in the preceding paragraph, please contact me at your earliest possible convenience. If you have any questions concerning this letter, please do not hesitate to call me at the telephone number shown about. Thank you for your assistance.

Very truly yours