9512006 Informal Interpretation

December 10, 1995

VIA HAND DELIVERY

Mr. Patrick Sharpe Compliance Specialist Federal Trade Commission Premerger Notification Office 6th and Pennsylvania Avenues, NW, Room 300 Washing ton, D.C. 20580

Dear Patrick:

The parties are considering changing the structure of the transaction that I discussed with you on September 14, 1995 as follows:

Company A, a company subject to the requirements of the Real Estate Investment [REIT] Trust Act of 1960, as amended, has entered into an agreement with Seller, an [redacted] to purchase a [redacted] and [redacted](1) for approximately $22 million. Company A would like to assign its purchase agreement to Company C, a wholly-owned subsidiary of Company A, and have company C acquire the [redacted] and [redacted] from Seller.

Even though the size of the parties and size of the transaction tests are met here, it is my understanding that this transaction will be exempt under 15 U.S.C. 18a (c) (1) since it would be considered an acquisition in the ordinary course of business for a REIT to purchase an [redacted]. The fact that a wholly owned subsidiary of the REIT is the acquiring entity does not render this transaction reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Please let me know immediately if I have in any way misunderstood the FTC's position on this issue. As usual, I appreciate your assistance in this matter.

Sincerely,

[redacted]

1. The size of the parties test will be met in this transaction.