0907001 Informal Interpretation

From: (Redacted)
Sent: Monday, July 06, 2009 6:35 PM
To: Verne, B. Michael
Cc: (Redacted)

Subject: FW: Calltoday

Dear Mike,

Thank you fortaking the time to talk to me. To confirm our conversation, I am currentlyworking on a transaction involving the acquisition of 100% of the equityinterests in X LLC by Y LLC.

Prior to the transaction, 50% of theequity interests in X LLC will be held by UPE A and 50% will be held by UPEY.

Also prior to the transaction, 37.5% ofY LLC's equity interests will be held by UPE A, 37.5% by UPE B, and 25% by UPEC.

At the closing of the transaction, UPE Aand UPE B will contribute all of their equity interests in X LLC to Y LLC.

After the closing, Y LLC's (or itssuccessor's) equity interests will be held 42.2% by UPE A, 42.2% by UPE B, and15.6% by UPE C.

This transactionwill involve three filing persons: with UPE A and UPE B filing as acquiredpersons and UPE C filing as an acquiring person.

We also discussed aprior step transaction.

Currently X is a General Partnership (XGP), that is held 49.5% by UPE A, 49% by UPE B, and 1.5% by A/B GP.

A/B GP is held 1/3 by UPE A and 2/3by UPE B.

As a result of their direct and indirectownerships of X GP, 50% of the profits of X GP are to be paid, directly orindirectly to UPE A, and 50% of the profits are to be paid directly orindirectly to UPE B.

In fact, none of X GP's profits aredistributed to A/B GP and are in fact distributed 50/50 between UPE Aand UPE B.

In this prior step transaction, A/B GPwill be dissolved and its interest in X GP will be distributed pro rata to UPEA and UPE B in accordance with their respective interests in A/B GP, such thatUPE A will hold 50% of the interests in X GP [49.5% + [1/3 * 1.5%]] and UPEB will hold the remaining 50% [49% + [2/3 *1.5%]] .

We agreed that,under these facts, UPE A and UPE B currently have control over X; therefore thedissolution of A/B GP and the allocation of its interests in X GP to UPE A andUPE B is not a reportable event.

Finally, althoughyou and I did not discuss it, another prior step transaction involves theconversion of X GP to X LLC, but this will not affect the ownership of itsequity interests. I have concluded that this conversion does not trigger a reportingrequirement.