0603014 Informal Interpretation

From: (redacted)

Sent: Monday,March 20, 2006 2:42 PM

To: Verne,B. Michael

Cc: (redacted)

Subject: 4(c)question/confirmation

Dear Mike -- We would liketo confirm the treatment of 4(c) documents in a case where a number of privateequity sponsors have planned an acquisition. The acquisition will beaccomplished by a newly formed holding group. Holdco, a newly formed shellentity, will be the UPE. Until very recently, Holdco and the other companies inthe acquisition group had no directors or officers.

(1) We assume that documentsthat people create or receive prior to their appointment as directors and officersof an entity within the acquiring person are not considered 4(c), because thosedocuments were not created by or for an officer or director. (This would alsoapply to documents created for the acquiring person by outside advisors beforethe appointment of officers and directors.)

(2) We further assume thatdocuments with 4(c) content created or received at the shareholder level of theUPE (i.e., the documents were sent to the equity sponsors that invest in the HoldcoUPE) do not qualify as 4(c), also because those documents were not created byor for an officer or director of the acquiring person.