0707025 Informal Interpretation

From: (redacted)

Sent: Tuesday, July 31, 2007 12:39 PM

To: Verne,B. Michael

Subject: confirmationof telephone inquiry

Dear Mr. Verne:

I am writing to confirm our telephone conversation of July 31, 2007.

As we discussed, Company A is aforeign corporation (it is not incorporated in the United States, does not have its principal placeof business or offices in the United States or any assets in the United States) with a U.S. Ultimate Parent Entity. Company B,which is its own foreign Ultimate Parent Entity, will establish a foreigncorporation (NEWCO) to acquire 100 % of the stock of Company A.

Per our conversation you confirmedthat Company A is considered a "foreign issuer," regardless of thefact that it has a United States UPE, such that Section 802.51 will applyprovided all other requirements of the exemption are met.

Please let me know as soon as possible if you disagree withthe above. If my understanding is in any way inaccurate, please contact me atyour earliest convenience.

Best regards