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Sale of leased assets subject to lease financing exempt under 802.1 since meet five criteria insecond page of letter

This is ok RS - JD concur. - Dissolution of partnership - formation, (note 801.1(b)(1)speaks of control of partnership. This is as close as I can get to one of the rules that willapply to this letter.

3-18-91 - advised that sale/leaseback transaction described in his 2-25-91 letter, and by his 2-28-91 letter was exempt from reporting under Rule 802.63.

I concur (RS) agrees, as long as lease is not transferred, called 1/31/91.

Spoke on 1/21/91 and on 1/19/91 - he will call back - appears that one person controls all four companies that a filing will be made because total assets of the acquired person are slightly over 10MM...

1/10/91 - advised that since A is buying both the reversionary fee simple interest, i.e., the fee interest subject to the lease, and the leasehold interest, i.e., the building (a mortuary which was...

1/9/91 Advised (redacted) that formation of partnership (where contributions of (redacted) and (redacted) have a direct correlation to their 50/50 partnership interest, where payout to (redacted) is...

1/3/91 advised (redacted) that since the RTC is fully overviewing and supervising the sale of the corporation’s voting stock, the transaction is viewed as exempt by the Premerger Office under 7A(c)(4)...

7A(c) - 801.10 - Purchase price does not indicate a assumption of ordinary course of business contracts to purchase raw materials; it would include any premium paid to obtain the raw material...

None noted

1. Yes, if the figures ($14.5MM) represents the Board of Directors of the acquiringpersons good faith determination then it is the fair market value for those assets. Note: Value of these assets is...

C-4 exempts sales from RTC including sale of the v/s of a subsidiary (which the RTCcontrols) of the failed savings institution. The RT is overseeing supervising the sale.

12/21/90 - Advised (redacted) phone mail - 801.10(b) states that the value of assets to be acquired, i.e., assets of partnership, is fair market value of assets or, if determined and greater than the...

I concur, called 12/12/90

12/7/90 - Sounds OK, TFH