8802004 Informal Interpretation

February 8, 1988

Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re: Premerger Notification

Dear Mr. Sharpe:

This letter is to confirm a conversation we had on February 5, 1988 regarding the Hart-Scott-Rodino Premerger Notification. In that conversation I had inquired as to whom the Ultimate Parent Entity was in a certain bankruptcy situation. Specifically, if the corporation which actually owns the Assets and voting securities being conveyed is a 100% owned subsidiary of a corporation which is in bankruptcy (Chapter 11), who is the Ultimate Parent Entity? I had informed you that the trustee was in control of the this subsidiary to the extent that he appointed himself sole director and Chief Executive Officer of the subsidiary. The sale of this subsidiarys assets is, of course, subject to bankruptcy court approval.

You informed me that since the bankrupt parent no longer controlled the subsidiary, the Ultimate Parent Entity would be the subsidiary. The filing would be made by the trustee pursuant to 11 U.S.C. 362(B)(2).

Thus, the Acquired Person will be this subsidiary and all entities controlled by it. If this explanation is not your understanding of our conversation or of your current understanding of the Act, please let me know immediately so that I can adjust our filing.

Sincerely,

cc: (redacted)