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U.S. Securities and Exchange Commission

Securities Act of 1933 — Section 3(a)(9)

January 13, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance


Section 3(a)(9) Upstream Guarantees
Incoming letter dated January 12, 2010

The Division will not recommend enforcement action to the Commission if the parent securities in the convertible note and exchange offer fact patterns set forth in your letter are issued without registration under the Securities Act, in reliance on your opinion of counsel that the exemption provided in Section 3(a)(9) of the Securities Act will be available for the exchange. In reaching this position, we note that the subsidiary guarantors are "100% owned" subsidiaries, as that term is defined in Rule 3-10 of Regulation S-X.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.



Thomas J. Kim
Chief Counsel and Associate Director

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 01/13/2009