0709007 Informal Interpretation

September 12, 2007

Mr. B. Michael Verne

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

7th & Pennsylvania Avenue, NW

Washington, DC 20580

Dear Mike:

I am writing to confirm myunderstanding of a telephone conversation we had today concerning the potential reportability underthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act") of aproposed transaction discussed below.

Proposed Transaction

Pursuant to a proposed agreement,the Acquiring Entity will acquire 100% of the issued and outstanding stock of Target, a privatelyheld S corporation. The stock of target consists of one class of voting shares (stock that carriesvoting rights with regard to the election of directors) and non-voting shares (stock that does nothave voting rights with regard to the election of directors). Most of theshares of Target are non-voting shares.

Please assume for purposes of ourhypothetical that the Size of the Parties Test is met. While the overall payment being made byAcquiring Entity for the voting and non-voting shares of Target is greater than$59.8 million (the amount that must be exceeded to meet the HSR Size of the TransactionTest), the part of the payment for the voting shares of Target is cash in an amount well below $59.8million. Most of the transaction consideration will be for the non-votingshares of Target. The transaction and the allocation of consideration betweenvoting andnon-voting shares has not been structured for purposes related to potentialobligations underthe HSR Act.

Analysis and Conclusions

You confirmed that the transaction described above is not reportableunder the HSR Act asthe $59.8 million Size of the Transaction Test is not met.

You also confirmed the followingregarding the above described transaction:

(1)Any considerationfor the non-voting shares of Target is not included in the HSR valuation as the acquisitionof non-voting securities is HSR exempt regardless of the value;

(2)The HSR analysis isnot impacted by whether a single shareholder currently holds all the voting andnon-voting shares of Target, or if multiple shareholders of Target currentlyhold the voting and/or non-voting shares of Target;

(3)Even though theAcquiring Entity elects to treat the acquisition of the stock of Target as an asset deal for taxpurposes under Section 338(h)(10) of the Internal Revenue Service code, this does not change theconclusion that the proposed transaction still is an exempt acquisition ofvoting and non-voting securities for HSR purposes; and

(4)This transactionwill not be regarded as a transaction or device for avoidance under 16 C.F.R. 801.90.

Please let me know as soon as possibleif you disagree with any of the conclusions discussed above, or if I have misunderstoodany aspect of your advice. Thank you for your assistance in this matter.