0610016 Informal Interpretation

From: (redacted)

Sent: Thursday, October 12, 2006 9:43 AM

To: Verne, B. Michael

Subject: HSR question

Hi, Mike -

I hope you are well. I have a quick question for you. CompanyA is considering an arrangement whereby Company B (a customer of Company A)would pay Company A cash in exchange for future rights to purchase Company A'sproducts at a discount. Company A will use the money to build a new plant toproduce more of the products. It is not entirely clear how this might bestructured, but assuming no new business entity is formed, would the right tofuture purchases at a discount be considered an "asset" for HSRpurposes? It looks like a loan in many ways, and it might end up being a loanif Company B later decides to get back cash (plus interest) rather than takethe products at a discount for the full amount of time contemplated. In otherwords Company B may later decide to get back some cash and discontinue purchasingat a discount.