0408008 Informal Interpretation

August 12, 2004

Michael B. Verne
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Hart- Scott-Rodino

Dear Mr. Verne:

This letter is submitted to supplement that sent to you today (August 12, 2004)by (redacted). We represent one of the parties to the transaction, but I wastraveling yesterday and not able to be on the telephone conversation with you.

We concur with the description of the transaction as set forth in Mr.(redacted)letter, but would also add that the collective value of the assets inthe four separate transactions described therein themselves may exceed the sizeof transaction threshold. As we understand it, this would not change youradvice that aggregation is not necessary for purposes of applying the size oftransaction test, under 801.13 (b) or otherwise, due to the other factscontained in Mr. (redacted) letter.

Please advise me promptly if the above does not comport with your advice on theneed for aggregation here. Thank you for your attention to this matter.