0701010 Informal Interpretation

January 15, 2007

B.Michael Verne

FederalTrade Commission

PremergerNotification Office

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Re: Real Estate Exemption/Section 802.2(c)Dear Mike:

I am writing to confirm the conversation that we hadlast week concerning the applicability of the exemption in Section 802.2(c) toa proposed transaction.

As I described it on the telephone, as a result of theproposed transaction, the buyer will hold all of the interests in three LLC's,all of which have the same ultimate parent entity. As a group, the LLCs havethe right to develop a transmission line and power generation facility. Thepower generation project LLC owns rights to the land on which the project is tobe built, as well as the right to use the transmission line. Assets owned bythe power generation project LLC include a power purchase agreement for sale ofthe power to be generated by the project as well as all other permits andcontracts associated with the project. In addition, a turbine purchase contractentered into by an affiliate of the LLCs will be assigned to the buyer. At thetime the transaction closes, no construction will have taken place on the realestate' owned by the power generation LLC and no revenues will havebeen generated by the LLCs to be acquired. We agreed on the telephone that theexemption in Section 802.2(c) does apply; i.e. the real estate being acquiredis "unproductive real property" as defined in that section and theagreements and permits are "assets incidental to the ownership of realproperty."2

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