0907016 Informal Interpretation

From:

(Redacted)

Sent:

Tuesday, July 21, 2009 4:17 PM

To:

Verne, B. Michael

Subject:

FW: JV Question

Attachments: NY _3939213_ 4AB Merger Structure (4).PPT

Hello Mike,

(Redacted) from (redacted) called me earlier to let me know that the PNO has determined that the transaction described in the chart that (redacted) sent you would be seen as a straightforward acquisition.

I am writing because I would like to confirm:

(1) that (please refer to slides 3 and 4 for this) the step that results in Company A no longer being its own parent for purposes of the Act to having a parent (an interest holder of A c(7) QP Super Holding LLC), is not reportable owing to the continuum theory;

(2) that the PNO views the acquisition as one in which the UPE of Company B would file as an acquiring person and Company A would file as the acquired person. (Or now that Company A is expected to have a UPE other than itself as a result of one of the preliminary steps of this transaction, would the new UPE of Company B file as the acquired person?)

(3) I would like to determine whether certain shareholders of Companies A and B would have to file depending on the value of the new company's voting securities issued to them, assuming no exemption is available (and, in the PNO's view, neither the (c)(10) exemption under the Act or the 802.10 exemption would be available)?

Would it be possible to discuss these matters with (redacted) on the phone as well? Would you have any time tomorrow or Thursday?

(Refer to image file for various diagrams)