0509021 Informal Interpretation

September 6, 2005

BY HAND DELIVERY
Ms. Nancy Ovuka
Premerger Notification Office
Bureau of Competition, Room 303
Federal Trade Commission
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Ms. Ovuka:

This letter confirms ourconversation on August 22, 2005, in which you statedthat a Hart-Scott-Rodino ("HSR")filing does not need to be made for the transaction described below.

Companies A, B and C, all ofwhich have the same ultimate parent entity, each own membership interests in threedifferent LLCs. Companies A, B and C control the LLCs in that each has theright to 50% of the respective LLCs' profits and the right to 50% of theirassets in the event of dissolution of the LLCs. 16 C.F.R. 801.1(b)(1). AnHSR filing was not necessary at the timeCompanies A, B and C acquired these interests.

Companies A, B and C each wishto purchase the remaining 50% membership interests in the three LLCs fromwholly-owned affiliates of Company X. For purposes of determining whether afiling is required, please assume that the size of person and transaction testsare met.

You advised that theacquisitions are exempt as intracompany transactions, 16 C.F.R.802.30(a).

Please advise me if you disagreewith this conclusion within five business days of receipt of this letter. Thankyou very much.