9503004 Informal Interpretation

March 9, 1995

Nancy Ovuka
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Re: ADVISORY OPINION REGARDING PRE-MERGER NOTIFICATION

Per our telephone conversation of earlier this afternoon, (redacted) would appreciate a determination as to whether the following acquisition would be subject to pre-merger notification under Hart-Scott-Rodino

Description of Acquisition:

Acquiring Person:Acquired Person:

(Redacted) Company A

(Redacted), or wholly-owned subsidiaries thereof, shall purchase 100% of the limited partnership interest of Company B held by Company A and 100% of the general partnership interest of Company B held by Company C (which is not affiliated with Company A) (the Acquisition). The value of the general and limited partnership interest of Company B to be acquired is approximately $3, 500,000, plus a potential post-closing payment adjustment as described in the Letter of Intent. (Redacted) will be required to pay an additional $500,000 for the partnership interests of Company C and/or Company A in the event that certain guarantees are not replaced prior to closing.

We are certain that (redacted) and Company A satisfy the size of the person test. However, we are uncertain as to the size of the transaction test. Is this considered a voting securities acquisition or an asset acquisition? Our understanding is that an acquisition of 100% of partnership interests would categorize this as an asset acquisition. If this is true, we feel that the $15 million threshold would not be met.

Your verbal opinion on this matter would be appreciated. Please call me as soon as possible.

Sincerely,

(Redacted)