0611005 Informal Interpretation

From:(redacted)

Sent:Tuesday, November 28, 2006 8:54 AM

To:Verne, B. Michael

Cc:(redacted)

Subject:HSR Advice.

Dear Mike - I would be grateful for your guidance onthe following:

Pursuantto a purchase agreement, Company C proposes to acquire all of the issued andoutstanding capital stock of Company A and certain real property assets ofCompany B. Company A and Company B are affiliated entities with a substantiallysimilar line-up of shareholders, but Company A and Company B are each their ownultimate parent entity. The value of Company A's capital stock is approximately$45,000. The value of the real property assets being purchased from Company Bis approximately $15 million.

Company A owns a preferred interest in Company B,which interest must be redeemed upon the sale of such real property assets inaccordance with the terms of a pre-existing arrangement. Company A intends todividend out to its stockholders the net proceeds of such redemption atclosing.

Further,consistent with past practices, Company A intends to declare a separate cashdividend as of or immediately prior to the closing. -

*Questions- 1) Does the $15 million dividend need to be aggregated with the $45 millionin determining the size of transaction? (Staff Comment no)

2) May I assume that the value of the cash dividenddeclared by Company A prior to the closing will not need to be included indetermining the size of transaction. (Staff Comment yes)