8612003 Informal Interpretation

(redacted)

December 2, 1986

Mr. Wayne Kaplan
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580

Re: Filing of Premerger Notification in Report Form

Dear Mr. Wayne:

Pursuant to phone conversation with you, it is my understanding that the above referenced form need not be filed where there is a transfer of less than one hundred (100%) of a partnership interest. The Purposes of this letter are (i) to outline the structure of a transaction whereby effective control in five (5) hotels, each of which is owned by a separate partnership, is transferred to one party, and (ii) to confirm that the above referenced form need not to be filed with respect to such transaction.

An affiliate of (redacted) has offered to purchase partnership interest in (redacted) are each owned by a separate partnership, although there are partners common to two or more of the various partnerships. After the purchase, (redacted) will own a forty-nine percent (49%) interest in each pf the partnerships, as general partner, and the partnership interests of the current partners pf each partnership will total fifty-one percent (51%) in each partnership. Except as provided below, each partner in each partnership will reduce his or her partnership interest prorata, and will be a limited partner.

With regard to (redacted) the partnership interest of (redacted) a limited partner and owner of a fifteen percent (15%) partnership interest, will not be reduced. The partnership interest of the other current partner will be reduced so that after transfer (redacted) will own forty-three and thirty-five one hundreds percent (43.35%) interest, as general partners, (redacted) will own fifteen (15%) interest, as limited partner, and the remaining partner will own fort-one and sixty-five one hundreds percent (41.65%) interest as a limited partner.

One year after the consummation of the above described transaction, the current partners in each partnerships (with the exception on (redacted) with respect to (redacted) are (redacted). Therefore, one year after consummation of the above described transaction, (redacted) will own fifty-one percent (51%) interest in each partnership, as general partner.

As you indicated to me, if you do not respond to this letter within ten (10 ) days after your receipt thereof, I may assume that it is the position of the Federal Trade Commission that the above referenced for need not be filed in connection with the above transaction.

Sincerely yours,

(redacted)

cc: (redacted)