9602003 Informal Interpretation

February 2, 1996

BY TELECOPIER

Federal Trade Commission
Pre-Merger Notification Office
6th Street & Pennsylvania Avenue
Room 303
Washington, D.C. 20580

Dear Ms. Ovuka:

I am writing to confirm our conversation of this morning.

I advised you that our client (A) intends to consummate a transaction in which it will assume various leasehold interests now held by the "acquired person" (B). No other assets of B are being acquired or assumed. The leasehold interests involved are operating leases of retail establishments. A is assuming the obligations of B under the leases, but that is the only consideration for the transaction. No premium is being paid, and no other payment is being made by A to B.

Based on these facts, you confirmed to me that the transaction not reportable under the Hart-Scott-Rodino Act.

If my understanding is incorrect or if I have mischaracterized our conversation, please let me know. My telephone number and fax number [redacted].

Your assistance is much appreciated.

Sincerely,

[redacted]