9108005 Informal Interpretation

August 7, 1991

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

600 Pennsylvania Avenue, NW, Room 303

Washington, D.C. 20580

Re:Necessity of filing Hart-Scott-Rodino application for sale and purchase of (redacted) located in (redacted).

Dear Mr. Sharpe:

The purpose of this letter is to memorialize our conversations of August 2 and August 6, 1991 wherein you confirmed my interpretation that, under the statutes, rules and regulations promulgated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (H.S.R.), no filing would be required for a transaction involving the sale of an office/hotel mixed use complex where the hotel component of such a mixed complex is valued below the $15,000,000 threshold governing asset sale transactions. As I described to you in our conversation, the hotel component of the subject mixed use complex is valued well below said $15,000,000 threshold amount. Specifics of our transaction are as follows:

cc: (redacted)