0601020 Informal Interpretation

January 26, 2006

Ms. Nancy Ovuka

Premerger NotificationOffice

Bureau of Competition, Room303

Federal Trade Commission

600 Pennsylvania Avenue, NW

Washington, DC 20580

Treatment of the Pay-off ofAssumed Inter-Company Liabilities
in Acquisition of an LLC

Dear Ms. Ovuka:

The letter is to confirm ourconversation on January 24, 2006, in which you concluded that a filing wasunnecessary for the transaction described below.

The size of persons test ismet. Company A owns 100% of the LLC membership interests in LLC. Five yearsago, LLC, through the course of its normal business, obtained an inter-companynote payable to Company A in the amount of $20 million. Company A proposes tosell 100% of the membership interests in LLC to Company B for $50 million.Concurrent with closing, Company B also will pay $20 million to Company A tocancel the note.

You explained that thetransaction as described would not be reportable because the $56.7 million sizeof transaction test would not be met under 15 U.S.C. 18a(a)(2)(B)(i). The transaction value, for Hart-Scott-Rodinopurposes, would be $50 million. You explained that the $20 million payment fromCompany B to Company A to extinguish the note would not be viewed by thePremerger Notification Office as part of the acquisition price. Further, youalso said that the transaction as described would not be considered a devicefor the avoidance of an HSR filing (16 C.F.R. 801.90), even though it has been the normal practice of Company A, in makingseveral similar sales of LLC interests, to cancel any inter-company debt andcharge the buyer an additional amount equal to the value of such extinguishedcompany debt.

If this letter does notreflect your understanding of the facts presented and the advice you providedon our call, or if you have questions, please do not hesitate to telephone me.