0702008 Informal Interpretation

From:(redacted)

Sent:Monday, February 05, 2007 3:16 PM

To:Verne, B. Michael

Subject:HSR Valuation

Confidential

Mike,

Ihad an HSR valuation question. Company A is acquiring from Company B its 100%interest in multiple wholly-owned subsidiaries of Company B. Some of thesubsidiaries may be issuers of non-publicly traded voting securities and somemay unincorporated entities.

Thereis an established acquisition price in the purchase agreement for the aggregateacquisition that is well below the HSR size of the transaction test. As thevalue of non-publicly traded voting securities and non-corporate interestsunder 16 C.F.R. Section 801.10 is the acquisition price when established, myassumption is that the overall transaction is exempt.

However, I wanted to confirm that it isnot necessary to engage in any separate individual valuations of the separatesubsidiaries being acquired. It is possible that based on debt or otherliabilities some individual subsidiaries could in fact have a negative value,whereas other subsidiaries are much more valuable.