0609010 Informal Interpretation

FEDERAL EXPRESS

Mr.B. Michael Verne

PremergerNotification Office

Room303

FederalTrade Commission

6thand Pennsylvania Avenue, N.W. Washington, DC 20580

Re:Section 802.2(e) Exemption

Dear Mr. Verne:

This confirms our telephone conversation on September18 concerning the applicability of the exemption from filing under the HSR Actprovided by section 802.2(e) of the FTC Rules.

In our discussion I described the following scenario,in which we represent the purchaser. The purchaser will be a limited liabilitycompany formed for the purpose of the acquisition. Neither the purchaser norits owner(s) has a gambling license, nor do they intend to obtain one inconnection with the property to be acquired. The property to be acquiredconsists of a resort hotel that currently has a casino operating on-site. Inconnection with the acquisition, the current casino operator's contract willterminate. The purchaser has no intention to operate a casino at the hotel, nordoes it intend to permit anyone else to operate a casino there. The spacepreviously used for the casino will be used for other hotel facilities. Thegambling equipment will not be part of the acquisition. The gambling equipmentnow in the casino space will be shut down by the time of the closing, and willeither have been removed or will be removed shortly thereafter. If the gamblingequipment remains on-site for a brief period after the closing, the public willbe excluded from the area and there will be no gambling.

Under these assumed facts, you advisedme that the casino carve-out set out in section 802.2(e)(2) was not applicable,and therefore the exemption for acquisitions of hotels provided in section802.2(e)(1) was applicable.

Pleasecall or e-mail me immediately if this letter does not reflect our conversation.