0805009 Informal Interpretation

From:

(redacted)

Sent:

Thursday, May 15,2008 12:20 PM

To:

Verne, B. Michael

Cc:

(redacted)

Subject: HSRAnalysis for 4 PM ET Call

Dear Mr. Verne:

In advance of theteleconference with you at 4 PM ET, 1thought it made sense to send you a shortnote to layout our analysis and understanding of the applicable HSR rules/regulationsas applied to an anticipated transaction. We represent the interests on theselling side. (Redacted) represents the interests on the buying side.

AnticipatedTransaction

Buyer is topurchase directly and indirectly all of the noncorporate interests of a limitedliability company (the "Company"). 58% of the Company's noncorporateinterests (which represents a controlling interest in the Company) are to bepurchased by a wholly-owned subsidiary of the Buyer ("Buyer Sub 1")from a corporation ("Seller 1") that is owned and controlled by twonatural persons. These two natural persons are the expected filers for theselling parties based on their status as the "ultimate parententities" of the Company.

The balance of theCompany's noncorporate interests (42%) is held by an LLC ("Intermediary1"), and the noncorporate interests of Intermediary 1 are held by anotherLLC ("Intermediary II"). Over 99% of the noncorporate interests ofIntermediary II are held by a second seller ("Seller 2").Simultaneously with the purchase by Buyer Sub 1 described above, anotherwholly-owned subsidiary of the Buyer ("Buyer Sub 2") is to purchaseSeller 2's noncorporate interests in Intermediary II. At the closing,Intermediary I and Intermediary \I will not hold any assets other than theirinterests in other entities (Intermediary I and the Company, respectively);neither Intermediary I nor Intermediary \I actively conduct business.

A chartillustrating the structure of the anticipated transaction is attached for yourconvenience.

Analysis

Given the size ofthe transaction, we expect for a filing to be made with respect to theacquisition by Buyer Sub 1 of the noncorporate interests of the Company held bySeller 1.

We think, however,that the acquisition of the noncorporate interests of Intermediary II fromSeller 2 by Buyer Sub 2 should not require an additional filing by Buyer or bySeller 2. It is our understanding that the PNO takes the position that thevalue of noncontrolling interests in other entities should not be included whenvaluing nonexempt assets for purposes of Section 802.4. Accordingly, becausethe only assets held by Intermediary II is its interests in a subsidiary withfew or no assets (Intermediary I), and the only assets held by Intermediary \Iis a noncontrolling interest in another entity (the Company), we think theacquisition by Buyer Sub 2 of the noncorporate interests of Intermediary 2 isexempt from filing. Section 801.4 would not apply to the indirect acquisitionof a noncontrolling interest of the Company by Buyer Sub 2.

Please let us knowif you disagree with the analysis and the conclusions above, or if we havemisunderstood any aspect of the relevant HSR rules/regulations. Thank you inadvance for your time and attention in this matter and we look forward tospeaking with you.

(Refer to image filefor diagram.)