0811011 Informal Interpretation

From:

(redacted)

Sent:

Thursday, November 20,2008 2:29 PM

To:

Verne, B. Michael

Subject: RE:Discussion today

Hello Mike,

Just checking tomake sure you got our message below. No trouble if you haven't got to it yetjust making sure it's not lost in cyberspace.

Thanks

From: (redacted)
Sent: Wednesday, November 19, 2008 12:51 PM
To: 'Verne, B. Michael

Cc: (redacted)

Subject: Discussiontoday

Dear Mike,

Thank you forspeaking with (redacted) and me earlier today. We'd be grateful if you wouldconfirm our understanding of your advice.

In the transactionat hand. Party A has created a new LLC to acquire assets from Party B. Party Ahas contributed only cash to the new LLC and will contribute a note issued byParty B's parent. The new LLC will be in existence for a brief period of timeprior to acquiring the assets, but will be simply a shell company formed forthe purpose of acquiring assets from Party B.

In exchange forselling its assets to New LLC, Party B will receive preferred interests in NewLLC and cash. as well as the note. B's preferred interests in New LLC entitle Bto a certain amount of dividends, payable from the profits, as well as acertain amount of assets upon dissolution of New LLC.

The rights toprofits and the rights to assets upon dissolution in New LLC are variable. Atthe time the transaction occurs, B will have the right to greater than 50% ofthe assets upon dissolution of New LLC Thus. B controls New LLC. Since Bcontrols New LLC, no reportable transaction occurs when B sells its assets toNew LLC due to the intraperson exemption.

At some point inthe future. New LLC may redeem 8's interests in New LLC by buying B'sinterests. At that point in time, there may be a filing required by A as anacquiring person and B as the acquired person, depending upon whether Bcontrolled New LLC prior to the redemption, whether A controls New LLC afterthe redemption, whether A can be deemed to have caused the buyback to occur,and whether the size of person and size of transaction tests are met.

Pleaselet us know if we have properly understood your advice today. Best regards.