0812003 Informal Interpretation

From: (redacted)
Sent: Friday, December 05,2008 4:11 PM
To: Verne, B. Michael
Subject: 802.63 Call

Dear Mike,

I wanted toconfirm your conclusion from our telephone call on Tuesday, December 2, 2008,that no HSR filing or adherence to the waiting period will be necessary inconnection with the transaction described in the bullet-points below becausesuch transaction is exempt under Rule 802.63 of the HSR Act.

Here are the factsI set forth in our telephone conference:

All size of theparties and size of the transaction thresholds are clearly exceeded. Company Z(with an individual as its ultimate parent entity) has an outstanding loan toCompany N. Company N recently had financial issues and defaulted under theloan. Company Z formed a subsidiary (with other parties), Company A. OnNovember 19, 2008, Company A entered into an asset purchase agreement withCompany N whereby

Company A wouldacquire all of Company N's assets in exchange for its assumption of the loanCompany N owes to Company Z. On November 20, 2008, Company N filed forbankruptcy.

If you agree,please confirm by replying to this e-mail.