0507004 Informal Interpretation

July 13, 2005

Via Email

James Ferkingstad,
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Room 303
600 Pennsylvania Ave., N. W.
Washington, D.C. 20580

Re: Hart-Scott-Rodino Filing Obligations

Dear Mr. Ferkingstad:

Iam writing to confirm my understanding based on the conversation with you todaythat, subject to qualifications set forth below, a Limited Partnership("LP"), which ceases to be controlled ("Separation") by(redacted) (who is currently its Ultimate Parent Entity ("UPE"))under the applicable HSR rules, may benefit from an HSR filing ("Original Filing") filed and cleared by UPEprior to Separation, without having to file its own HSR filing with respect to the same Acquired Person. Your advice wasqualified as follows: (A) following Separation, in the aggregate UPE and LP maynot reach the threshold above the threshold filed for by UPE in OriginalFiling, without complying with the HSR act andrules, and (B) UPE in Original Filing must have listed LP in its Item 1(f) asone of the entities making an acquisition.

Please let me know if my understanding is not correct. Thank you.