0502012 Informal Interpretation

February 23, 2005

BY COURIER
Michael Verne, Esq.
Premerger Notification Office
Federal Trade Commission
Room H-314
600 Pennsylvania Avenue, N.W.
Washington, DC 20580

Re: Amendment to Executed Agreement

Dear Mike:

This letter confirms our telephone conversation on February 16, 2005regarding an amendment to an agreement that our client, COMPANY B, will enterinto with Company A (together "the Parties").

As we discussed, within the last month COMPANY A and COMPANY B entered into anagreement, whereby COMPANY A will acquire 100% of the shares of COMPANY B, aforeign issuer. Prior to signing the agreement, the Parties concluded that thetransaction was exempt from HSR reporting under 16 C.F.R. 802.51 based on the calculationsand good faith belief of COMPANY B at the time that its sales in or into the U.S. did not exceed $50 million in the mostrecent year. COMPANY B calculated its sales in or into the US based on the audited financialstatements from its most recent fiscal year. Based on that calculation, COMPANYB made a representation in the agreement stating that its sales in and into theU.S. were below the current 802.51 thresholdof $50 million.

Shortly after the parties entered into the agreement, but prior to closing,COMPANY B completed the process of double-checking its sales data by running aninvoice- analysis of shipments in or into the U.S. In doing so, COMPANY B found thatseveral million dollars of sales attributable to a foreign plant were booked asforeign sales in their audited financials, when they were actually shipments toa U.S. customer. COMPANY B has thoroughlyre-examined its sales data and concluded that it exceeds the current 802.51threshold of $50 million, but that they do not exceed the inflation adjustedthreshold of $53.1 million that will become effective on March 2, 2005.

Now that COMPANY B has concluded the sales analysis, the Parties intend toamend the representation to reflect that COMPANY B's sales do not exceed $53.1million and amend the closing date to occur on or after March 2, 2005. You confirmed that this fact pattern does not raise any issuesof avoidance under 801.90 and that the transaction as described will be exemptunder the 802.51 inflation adjusted threshold.