0602011 Informal Interpretation

February 8, 2006

Mr. B. Michael Verne

Premerger NotificationOffice

Bureau of Competition - Room303 Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Dear Mike:

I amwriting to confirm the advice you provided to (redacted) and myself during ourtelephone conversation on February 2, 2006.

Theproposed transaction I described to you is as follows: Company A proposes toacquire from Company B substantially all the assets of an oil refinery. Theassets to be acquired include the refinery, land, office buildings, equipmentand vehicles valued collectively at approximately $40 million. The refinery'sinventory (including gasoline, asphalt and jet fuel) will also be acquired aspart of the transaction. The value of the inventory at closing is now expectedto be approximately $16 million to $19 million. If the entire inventory isacquired as part of the transaction, the transaction value may exceed the $56.7million size-of-transaction threshold, which the parties had not anticipated.

Inorder to allow the parties to close the transaction as scheduled, they proposeto exclude from the sale one class of inventory (e.g., the gasoline inventory)which would bring the fair market value and the acquisition price of thetransaction below the $56.7 million threshold. The parties propose thefollowing arrangement: Instead of selling the entire inventory to Company A,Company B would retain title to one of the classes of inventory and ask CompanyA to sell that class of inventory on Company B's behalf on a consignment basis.All proceeds from the sale of such inventory would be distributed to Company Band Company A would not receive any commission for the sale of the consignedinventory.

Youhave advised us that as long as the arrangement is a bona fide consignment, itwould not be deemed a device for avoidance subject to 801.90 of theregulations promulgated under the Hart-Scott-Rodino Antitrust Improvements Actof 1976, as amended.

Pleasecall me at the above-referenced number to confirm that the above accuratelyreflects your advice.