0608003 Informal Interpretation

From:(redacted)

Sent:Thursday, August 03, 2006 12:38 PM

To:Verne, B. Michael

Subject:Unproductive Real Property

Mike,

Thisis to confirm our telephone conversation on Tuesday of this week regarding theFTC's interpretation of certain rules related to the unproductive real propertyexemption from the requirements of the Hart-Scott-Rodino Antitrust ImprovementsAct (the "Act"). As you may remember, the situation we discussedinvolves the potential sale of real property for an amount in excess of theAct's reporting thresholds. The subject property had been used for non-exemptpurposes prior to the happening of a hurricane, which destroyed or so severelydamaged the improvements that were a part of that real property to the extentthat any remains of such improvements are not useable in their presentcondition and have been or will be razed.

During our conversation, youindicated that when determining the application of the unproductive realproperty exemption to the foregoing facts we would not have to concernourselves as to (i) whether the property generated total revenues in excess of$5 million during the 36 months preceding the acquisition (Section 802.2(c)(1))or (ii) whether manufacturing or non-manufacturing facilities were in operationon the subject property during the 12 months preceding the acquisition (Section802.2(c) (2)).

Please contact me at thenumber below as soon as possible if the foregoing statement is contrary to ourtelephone conversation or you would otherwise disagree with the conclusionsstated above.