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Date
Rule
Form Item 3(d)
Staff
Michael Verne
Response/Comments
The original LOI is fine as long as it reflects the deal as it is currently structured.

Question

From: (redacted)

Sent: Monday, January 23, 2006 4:40 PM

To: Verne, B. Michael

Subject:HSR Question re LOI

Mike:

I have a question about afiling with a letter of intent (LOI). The parties here signed an LOI in May2005 that accurately describes the transaction they now propose to consummate.The issue here is that they later signed an amendment to narrow the scope ofthe deal to a valuation below the filing threshold. That amendment is no longeraccurate and the parties are back to the original structure.

The question is, can we filewith only the original LOI (with the affidavit referring only to it), or do we needto do anything about the intervening amendment that no longer is accurate?

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