0101012 Informal Interpretation

January 16, 2001

Michael Verne, Esq.

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

Room H314

6th & Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Dear Mike:

Enclosed please find an Item 2(a) description which was drafted for use in a Notification and Report Form for (redacted) intended to submit the form in connection with the potential exercise of a put/call option, as a result of which (redacted) would acquire the assets of certain special purpose vehicle ("SPV") companies.

However, after examining the applicability of 16 CFR 802.1(d), including the caveat regarding operating units provided in 16 CFR 802.1(a), we believe that the acquisition by (redacted) of the SPV assets would not be reportable. Thus the only reportable acquisition in this transaction would be that of assets of the (redacted) Companies by (redacted).

I will call you this week to confirm that you agree with these conclusions.

Enclosures