0601008 Informal Interpretation

From:(redacted)

Sent:Monday, January 09, 2006 3:35 PM

To:Verne, B. Michael

Subject:HSR - question re "unproductive real property" exemption

Mike:

Thanks for your voice mailof earlier today confirming that the existence of a mapped/plotted river issufficient to separate two otherwise arguably "contiguous" parcelsfor purposes of 16 CFR 802.2(c)(1).

I had asked you (in a voicemail on Friday) whether the existence of a river between two parcels wouldcause them to be non-"contiguous" for these purposes, because we'reanalyzing a transaction in which we think that the parcel on one side of rivermay exceed the 16 CFR 802.2(c)(1)$5 million revenues figure, while the parcel on the other side of the river(both of which parcels are subject of the transaction) will probably not exceedthe $5 million revenues figure. We wanted to be sure that we could treat thosetwo parcels as distinct for purposes of the "unproductive realproperty" exemption.

As I mentioned in my voicemail, I'm sending you this email merely to confirm the analysis in writing andwould appreciate your letting me know whether this email correctly memorializesthe analysis. Thanks in advance -