0605001 Informal Interpretation

From: (redacted)

Sent: Monday, May 01, 20064:36 PM

To: Verne, B. Michael

Subject:Easy question

Hi Mike:

Lastmonth you and I spoke briefly about whether a party that is in bankruptcy mayfile on an agreement that it has entered into with a stalking horse acquirer,even before the bankruptcy court has entered its bidding procedures order (whichis the starting gun for any other bidder). I conveyed to my colleagues ourconcurrence that the stalking horse agreement is sufficient. I am completelyconfident that it doesn't matter whether the parties file on a stalking horseagreement or the bidding procedures -- the waiting period is 15 days eitherway, as long the bankrupt party is already under the supervision of thebankruptcy court. For completeness and the comfort of my colleagues, could youconfirm that this is correct, and that the stalking horse agreement does notsomehow transform the waiting period to 30 days? Thanks.