0707010 Informal Interpretation

From: (redacted)

Sent: Wednesday, July 11, 2007 5:01 PM

To: Clark-Coleman,Sheila

Subject: Confirmationof Conversation Regarding Sales in or into the United States and and Exemption for Acquisition of VotingSecurities

Sheila:

Thank you for speaking with me thisafternoon concerning the application of 802.51 to a proposed acquisition ofvoting securities. I am writing to summarize the facts I presented to you andto confirm your conclusions that a particular category of sales does notconstitute sales in or into the United States and that no filing would be required under the HSRAct.

In my hypothetical, a foreign travelcompany located in Europesells to a foreign individual located Australia a vacation package to Disneyland (or any other U.S. destination). The package includeshotel accommodations, food, car rental, etc. Even though the tour package ispriced at $2000, by the time the foreign travel company pays for the hotelaccommodations, food, car rental, etc. it only makes a revenue of $100.

Based on these facts, you concludedthat the sale of the vacation package would not qualify as a sale in or intothe United States becausethe sale occurred in Europeand no revenue was derived in the United States. Essentially, you concluded that this was simply athe sale of a product, albeit one with U.S. components, from a foreign person to a foreignperson where title to the product transferred outside of the United States. You also determined that if thesame vacation package was sold by a U.S. subsidiary of the foreign travel company to aforeign individual located in Australia, the sales in or into the U.S. would be the $100 of actual revenuereceived by the foreign travel company, not the full $2000 sale price of thepackage.

Finally, assuming that a foreignperson decided to acquire a 50% controlling interest in the foreign travelcompany, the transaction would be exempt from filing under 802.51 providedthat:

.theaggregate sales of both the foreign travel company and the foreign person in orinto the US are less than $131.5 million in their respective most recent fiscalyears, and

.theaggregate total assets located in the US of both the foreign travel company and the foreignperson are less than $131.5 million, and

.asa result of the acquisition, the foreign person would hold an aggregate totalamount of the voting securities and assets of the travel company of less than$239.2 million.

If I have misunderstood yourconclusions or if you have concerns based on the facts I have described, pleasedo not hesitate to contact me. Thank you again for your assistance.

Best regards,

(redacted)