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25276 Federal Register / Vol. 71, No.

82 / Friday, April 28, 2006 / Notices

Securities and Exchange Commission, SECURITIES AND EXCHANGE comments were received regarding the
Station Place, 100 F Street, NE., COMMISSION proposal. This order approves the
Washington, DC 20549–1090. proposed rule change, as amended, on
[Release No. 34–53690; File No. SR–PCX–
an accelerated basis, publishes notice of
All submissions should refer to File 2005–122]
Amendment No. 2 to the proposed rule
Number SR–NYSEArca–2006–09. This change, and grants accelerated approval
Self-Regulatory Organizations; Pacific
file number should be included on the to Amendment No. 2.
Exchange, Inc. (n/k/a NYSE Arca, Inc.);
subject line if e-mail is used. To help the
Order Granting Accelerated Approval II. Description of the Proposed Rule
Commission process and review your of Proposed Rule Change and
comments more efficiently, please use Change
Amendment No. 1 Thereto and Notice
only one method. The Commission will Section 12 of the Act 7 and Rule
of Filing and Order Granting
post all comments on the Commission’s 12d2–2 thereunder 8 (‘‘SEC Rule 12d2–
Accelerated Approval to Amendment
Internet Web site (http://www.sec.gov/ 2’’) govern the process for the delisting
No. 2 to the Proposed Rule Change
rules/sro.shtml). Copies of the and deregistration of securities listed on
Relating to Amending Exchange
submission, all subsequent national securities exchanges. Recent
Delisting Rules to Conform to Recent
amendments, all written statements amendments to SEC Rule 12d2–2
Amendments to Commission Rules
with respect to the proposed rule (‘‘amended SEC Rule 12d2–2’’) and
Regarding Removal From Listing and
other Commission rules require the
change that are filed with the Withdrawal From Registration
electronic filing of revised Form 25 9 on
Commission, and all written
April 20, 2006. the Commission’s Electronic Data
communications relating to the Gathering, Analysis, and Retrieval
proposed rule change between the I. Introduction (‘‘EDGAR’’) system by exchanges and
Commission and any person, other than On October 24, 2005, the Pacific issuers for all delistings, other than
those that may be withheld from the Exchange, Inc. (n/k/a NYSE Arca, Inc.) delistings of standardized options and
public in accordance with the (‘‘Exchange’’) filed with the Securities securities futures, which are
provisions of 5 U.S.C. 552, will be and Exchange Commission (‘‘SEC’’ or exempted.10
available for inspection and copying in ‘‘Commission’’), pursuant to section In the case of exchange-initiated
the Commission’s Public Reference 19(b)(1) of the Securities Exchange Act delistings, amended SEC Rule 12d2–2(b)
Room. Copies of such filing also will be of 1934 (‘‘Act’’) 1 and Rule 19b–4 states that a national securities exchange
available for inspection and copying at thereunder,2 a proposed rule change to may file an application on Form 25 to
the principal offices of the Exchange. amend Exchange delisting rules to strike a class of securities from listing
All comments received will be posted conform to recent amendments to and/or withdraw the registration of such
without change; the Commission does Commission rules regarding removal securities, in accordance with its rules,
not edit personal identifying from listing and withdrawal from if the rules of such exchange, at a
information from submissions. You registration.3 On January 6, 2006, the minimum, provide for:
Exchange filed Amendment No. 1 to the (i) Notice to the issuer of the
should submit only information that
proposed rule change.4 The proposed exchange’s decision to delist its
you wish to make available publicly. All
rule change, as amended by securities;
submissions should refer to File (ii) An opportunity for appeal to the
Number SR–NYSEArca–2006–09 and Amendment No. 1, was published for
comment in the Federal Register on exchange’s board of directors, or to a
should be submitted on or before May committee designated by the board; and
19, 2006. March 23, 2006.5 On March 21, 2006,
(iii) Public notice of the national
the Exchange filed Amendment No. 2 to
For the Commission, by the Division of securities exchange’s final
the proposed rule change.6 No
Market Regulation, pursuant to delegated determination to remove the security
authority.15 1 15 U.S.C. 78s(b)(1).
from listing and/or registration, by
Nancy M. Morris, 2 17 CFR 240.19b–4. issuing a press release and posting
3 On March 6, 2006, the Exchange filed with the notice on its Web site. Public notice
Secretary. Commission a proposed rule change, which was must be disseminated no fewer than 10
[FR Doc. E6–6414 Filed 4–27–06; 8:45 am] effective upon filing, to change the name of the days before the delisting becomes
Exchange, as well as several other related entities,
BILLING CODE 8010–01–P
to reflect the recent acquisition of the Pacific
effective pursuant to amended SEC Rule
Exchange, Inc. by Archipelago Holdings, Inc. 12d2–2(d)(1), and must remain posted
(‘‘Archipelago’’) and the merger of NYSE with on its Web site until the delisting is
Archipelago. See Securities Exchange Act Release effective.
No. 53615 (April 7, 2006), 71 FR 19226 (April 13,
2006) (File No. SR–PCX–2006–24). All references
NYSE Arca Equities Rule 5.5(m)
herein have been changed to reflect the provides the applicable procedures
aforementioned rule change. when the Exchange considers removing
4 In Amendment No. 1, the Exchange made
securities from listing. The Exchange
changes to its rule text to clarify that the delisting proposes to amend NYSE Arca Equities
procedures set forth therein apply to instances
where the Exchange is considering delisting for
reasons other than those set forth in amended Rule press release, and its Web site notice. In addition,
12d2–2(a) under the Act. the Exchange revised its rule text to clarify that
5 See Securities Exchange Act Release No. 53497 applications to voluntarily withdraw a class of
(March 16, 2006), 71 FR 14763. securities from listing must be filed on Form 25 and
6 In Amendment No. 2, the Exchange amended its that the previous rule text would be operative until
April 23, 2006.
rule text to clarify that an issuer that is below the
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7 15 U.S.C. 78l.
continued listing policies and standards of the
8 17 CFR 240.12d2–2.
Exchange and seeks to voluntarily apply to
9 17 CFR 249.25.
withdraw a class of securities from listing must
disclose that it is no longer eligible for continued 10 See Securities Exchange Act Release No. 52029

listing in its statement of material facts relating to (July 14, 2005), 70 FR 42456 (July 22, 2005) (‘‘SEC
15 17 CFR 200.30–3(a)(12). the reason for withdrawal from listing, its public Rule 12d2–2 Approval Order’’).

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Federal Register / Vol. 71, No. 82 / Friday, April 28, 2006 / Notices 25277

Rule 5.5(m) to comply with new Commission no later than the date of the Commission finds that the proposal,
requirements set forth in amended SEC such filing. as amended, is consistent with section
Rule 12d2–2(b). The provisions set forth In addition, the Exchange proposes to 6(b)(5) of the Act,14 which requires, in
in current NYSE Arca Equities Rule amend NYSE Arca Equities Rule 5.4(b) part, that the rules of an exchange be
5.5(m), which provide for notification to to clarify that the issuer, when designed to prevent fraudulent and
the issuer in the event that the Exchange proposing to withdraw its securities manipulative acts and practices, to
determines to delist the issuer’s from listing and registration, must promote just and equitable principles of
securities and the right to appeal the submit to the Exchange a ‘‘letter from an trade, to foster cooperation and
Exchange’s determination, satisfy the authorized officer of the issuer coordination with persons engaged in
minimum provisions set forth in providing the specific reasons cited by regulating, clearing, settling, and
amended SEC Rule 12d2–2(b)(1)(i)–(ii). the board of directors of the issuer for processing information with respect to,
The Exchange’s rules do not currently the proposed withdrawal,’’ rather than a and facilitating transactions in
provide for the mandated public notice, ‘‘statement setting forth in detail the securities, to remove impediments to
and accordingly, proposed NYSE Arca reasons for the proposed withdrawal and perfect the mechanism of a free and
Equities Rule 5.5(m)(3) would require and the facts in support thereof.’’ open market and a national market
the Exchange to provide public notice, The Exchange also proposes to amend system, and, in general, to protect
pursuant to amended SEC Rule 12d2– NYSE Arca Equities Rule 5.4(b) to state investors and the public interest.
2(b)(iii). Specifically, the Exchange that an issuer seeking to voluntarily Further, as noted in more detail below,
proposes to state that, in the event the apply to withdraw a class of securities the changes being adopted by the
Exchange makes a final decision to from listing on NYSE Arca that has Exchange meet the requirements of
remove the security of an issuer from received notice from NYSE Arca, amended SEC Rule 12d2–2.
listing, the Exchange will take the pursuant to Rule 5.3, Rule 5.5 or
otherwise, that it is below NYSE Arca’s A. Exchange Delisting
following actions, no fewer than ten (10)
days before the delisting becomes continued listing policies and
Amended SEC Rule 12d2–2(b) states
effective: (i) An application on Form 25 standards, or that is aware that it is
that a national securities exchange may
will be submitted by the Exchange to below such continued listing policies
file an application on Form 25 to strike
the Commission to strike the security and standards notwithstanding that it
a class of securities from listing and/or
from listing and registration in has not received such notice from NYSE
withdraw the registration of such
accordance with Rule 12d2–2; (ii) a Arca, must disclose that it is no longer
securities, in accordance with its rules,
copy of such application will be eligible for continued listing
if the rules of such exchange, at a
provided to the issuer in accordance (identifying the specific continued
listing policies and standards with minimum, provide for notice to the
with Rule 12d2–2; and (iii) public issuer of the exchange’s decision to
which it does not comply) in: (i) Its
notice of the Exchange’s final delist, opportunity for appeal, and
statement of all material facts relating to
determination to delist the security will public notice of the exchange’s final
the reasons for withdrawal from listing
be made via a press release and posting determination to delist. The
provided to NYSE Arca along with
on the Exchange’s website until the Commission believes that the
written notice of its determination to
delisting is effective. In connection with Exchange’s current rules and proposal
withdraw from listing required by
this proposed change, the Exchange also comply with the dictates of amended
amended SEC Rule 12d2–2(c)(2)(ii); and
proposes to make reference to the above SEC Rule 12d2–2(b).
(ii) its public press release and Web site
public notice procedures in the appeal The Exchange’s rules currently
notice required by amended SEC Rule
procedures discussion in new NYSE 12d2–2(c)(2)(iii).11 provide the requisite issuer notice as
Arca Equities Rule 5.5(m)(2)(f). In Finally, the Exchange has made well as an opportunity for appeal to the
addition, the Exchange proposes to state changes in its rules to clarify that the Board Appeals Committee, a committee
in NYSE Arca Equities Rule 5.5(m)(1)(b) Form 25 serves as the application to appointed by the Board of Directors.15
that the Exchange, after making its remove a security from listing and/or In addition, the proposed rule change
initial determination to delist a security, registration and to specify that the will provide for public notice of the
will notify the issuer in writing, if proposed changes will be effective as of Exchange’s final determination to
possible, rather than by telephone. April 24, 2006 as required by amended remove the security from listing and/or
NYSE Arca Equities Rule 5.4(b) sets SEC Rule 12d2–2. registration. The Exchange also
forth the Exchange procedures that proposes to state in NYSE Arca Equities
apply when an issuer proposes to III. Commission’s Findings and Order
Rule 5.5(m)(1)(b) that the Exchange,
withdraw a security from listing on the Granting Accelerated Approval of
after making its initial determination
Exchange. The Exchange proposes to Proposed Rule Change and Amendment
that a security should be delisted, will
amend NYSE Arca Equities Rule 5.4(b) Nos. 1 and 2
notify the issuer in writing, if possible,
to provide that the Exchange, upon The Commission finds that the of the decision rather than by telephone.
receiving notification by an issuer of its proposed rule change, as amended, is The Commission notes that this
intent to withdraw its securities from consistent with the requirements of the provision is a clarification of the
listing and registration, will post notice Act and the rules and regulations Exchange’s current practices. Overall,
of such intent on the Exchange’s Web thereunder applicable to a national the proposed Exchange amendments
site by the next business day and will securities exchange 12 and, in particular, should ensure that investors have
continue to post the notice until the the requirements of section 6 of the adequate notice of an exchange delisting
delisting becomes effective. These Act.13 Specifically, as discussed below, and is consistent with the protection of
proposed changes reflect the investors under section 6(b)(5) of the
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11 See Amendment No. 2, supra note 6.


requirements set forth in amended SEC Act.16
12 In approving this proposal, the Commission has
Rule 12d2–2(c). The Exchange also
considered the proposed rule’s impact on
proposes a new requirement that an efficiency, competition, and capital formation. See 14 15 U.S.C. 78f(b)(5).
issuer submit to the Exchange a copy of 15 U.S.C. 78c(f). 15 See NYSE Arca Equities Rule 5.5(m)(2)(c).
the Form 25 that it has filed with the 13 15 U.S.C. 78f. 16 15 U.S.C. 78f(b).

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25278 Federal Register / Vol. 71, No. 82 / Friday, April 28, 2006 / Notices

B. Issuer Voluntary Delisting written notice of its determination to informed and aware that the issuer has
The Exchange proposes to set forth in withdraw from listing required by failed to meet Exchange listing
its Exchange rules the general amended SEC Rule 12d2–2(c)(2)(ii); and standards and is voluntarily delisting
requirements of amended SEC Rule (ii) its public press release and Web site with the consent of the Exchange. The
12d2–2(c) regarding issuer voluntary notice required by amended SEC Rule Commission believes that granting
delisting. Accordingly, the Exchange 12d2–2(c)(2)(iii).17 The Commission accelerated approval of Amendment No.
proposes to amend NYSE Arca Equities believes that this requirement will allow 2 will permit the Exchange to
Rule 5.4(b) to provide that the shareholders to be informed and aware implement this new provision as
Exchange, upon receiving notification that the issuer has failed to meet expeditiously as possible, to the benefit
by an issuer of its intent to withdraw its Exchange listing standards and is of investors. In addition, the
voluntarily delisting with the consent of Commission believes that these
securities from listing and registration,
the Exchange. Issuers will therefore not revisions do not raise new regulatory
will post notice of such intent on the
be permitted to delist voluntarily issues.
Exchange’s Web site by the next
without public disclosure of their Accordingly, pursuant to section
business day and will continue to post
noncompliance with Exchange listing 19(b)(2) of the Act,21 the Commission
the notice until the delisting becomes
standards. finds good cause to approve the
effective. The Commission believes that
proposed rule change, as amended,
the proposal will better inform issuers C. Accelerated Approval of Proposed prior to the thirtieth day after notice of
of the requirements for voluntary Rule Change and Amendment Nos. 1 the proposed rule change and
delisting of their securities under the and 2 Amendment Nos. 1 and 2 are published
Exchange’s rules and Federal securities
Pursuant to section 19(b)(2) of the in the Federal Register.
laws.
Act,18 the Commission may not approve
The proposal also sets forth a new IV. Solicitation of Comments
any proposed rule change, or
requirement not in amended SEC Rule Interested persons are invited to
amendment thereto, prior to the 30th
12d2–2 that would require the issuer to submit written data, views, and
day after the date of publication of
submit to the Exchange a copy of the arguments concerning Amendment No.
notice of the filing thereof, unless the
Form 25 that the issuer has filed with 2, including whether Amendment No. 2
Commission finds good cause for so
the Commission no later than the date is consistent with the Act. Comments
doing and publishes its reasons for so
of such filing. The Commission believes may be submitted by any of the
finding. The Commission hereby finds
that this requirement will allow the following methods:
good cause for approving the proposed
Exchange to be fully informed of the
rule change, as amended, prior to the Electronic Comments
filing of a Form 25 and be prepared to
30th day after publishing notice of the
take timely action to delist the security
proposed rule change and Amendment • Use the Commission’s Internet
in accordance with the filing of the comment form (http://www.sec.gov/
Nos. 1 and 2 in the Federal Register. In
Form. rules/sro.shtml); or
the SEC Rule 12d2–2 Approval Order,
In addition, the Exchange proposes to • Send an e-mail to rule-
revise NYSE Arca Equities Rule 5.4(b) to the Commission stated that the
comments@sec.gov. Please include File
require an issuer proposing to withdraw compliance date of the amendments is
Number SR–PCX–2005–122 on the
a security from listing to submit to the April 24, 2006.19 In addition, no
subject line.
Exchange a letter from an authorized comments were received on the
officer of the issuer providing the proposal, as originally published.20 Paper Comments
specific reasons cited by the board of Accelerated approval of the proposal, as • Send paper comments in triplicate
directors of the issuer for the proposed amended, would enable the Exchange’s to Nancy M. Morris, Secretary,
withdrawal. The Commission believes amended rules to become operative by Securities and Exchange Commission,
that this requirement may help ensure the compliance date set forth by the 100 F Street, NE., Washington, DC
that the decision to delist a security Commission. 20549–1090.
The Commission further finds good
voluntarily has been well-considered by All submissions should refer to File
cause for approving Amendment No. 2
the issuer’s board. Number SR–PCX–2005–122. This file
The Exchange also proposes to amend to the proposal, prior to the 30th day
number should be included on the
NYSE Arca Equities Rule 5.4(b) to state after publishing notice in the Federal
subject line if e-mail is used. To help the
that an issuer seeking to voluntarily Register. In Amendment No. 2, the
Commission process and review your
apply to withdraw a class of securities Exchange amended its rule text to
comments more efficiently, please use
from listing on the Exchange that has clarify that an issuer seeking to
only one method. The Commission will
received notice from the Exchange, voluntarily delist that has received
post all comments on the Commission’s
pursuant to Rule 5.3, Rule 5.5 or notice from the Exchange that it is
Internet Web site (http://www.sec.gov/
otherwise, that it is below the below continued listing policies and
rules/sro.shtml). Copies of the
Exchange’s continued listing policies standards, or that is aware that it is
submission, all subsequent
and standards, or that is aware that it is below such continued listing policies
amendments, all written statements
below such continued listing policies and standards notwithstanding that it
with respect to the proposed rule
and standards notwithstanding that it has not received such notice from the
change that are filed with the
has not received such notice from the Exchange, must disclose its status. As
Commission, and all written
Exchange, must disclose that it is no previously discussed, the revisions
communications relating to the
longer eligible for continued listing made to the proposal in Amendment
proposed rule change between the
(identifying the specific continued No. 2 will allow shareholders to be
Commission and any person, other than
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listing policies and standards with 17 See


those that may be withheld from the
Amendment No. 2, supra note 6.
which it does not comply) in: (i) Its 18 15 U.S.C. 78s(b)(2). public in accordance with the
statement of all material facts relating to 19 See SEC Rule 12d2–2 Approval Order, supra provisions of 5 U.S.C. 552, will be
the reasons for withdrawal from listing note 10.
provided to the Exchange along with 20 See note 5, supra. 21 Id.

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Federal Register / Vol. 71, No. 82 / Friday, April 28, 2006 / Notices 25279

available for inspection and copying in (4) Public comments. DEPARTMENT OF TRANSPORTATION
the Commission’s Public Reference (5) Council discussion and advice.
Room. Copies of the filing also will be Federal Aviation Administration
available for inspection and copying at The Regional Council will hear
opinions and views of citizens by [Docket No. FAA–2004–19058; FAA Order
the principal office of the Exchange. All 5050.4B]
comments received will be posted providing a public comment session.
without change; the Commission does The public comment session will be National Environmental Policy Act
not edit personal identifying held from 9:30 a.m. to 10:30 a.m. EDT (NEPA) Implementing Instructions for
information from submissions. You on Thursday, May 11, 2006. Citizens Airport Actions
should submit only information that who wish to express views and opinions
on the topic of TVA’s recreation strategy AGENCY: Federal Aviation
you wish to make available publicly. All
Administration, DOT.
submissions should refer to File may do so during the Public Comment
ACTION: Notice of availability of Order
Number SR–PCX–2005–122 and should portion of the agenda. Public Comments
be submitted on or before May 19, 2006. 5050.4B and its preamble.
participation is available on a Comment
V. Conclusion portion of the agenda. Public Comments SUMMARY: The Federal Aviation
participation is available on a first- Administration’s Office of Airports
It is therefore ordered, pursuant to come, first-served basis. Speakers (ARP) has updated and revised its
section 19(b)(2) of the Act,22 that the addressing the Regional Council are instructions for implementing the
proposed rule change (File No. SR– requested to limit their remarks to no National Environmental Policy Act
PCX–2005–122), as amended by more than 5 minutes. Persons wishing (NEPA) for airport actions. ARP is
Amendment Nos. 1 and 2, is approved replacing Order 5050.4A, Airport
to speak are requested to register at the
on an accelerated basis. Environmental Handbook with the
door and are then called on by the
For the Commission, by the Division of Regional Council Chair during the updated and revised instructions in
Market Regulation, pursuant to delegated public comment period. Handout Order 5050.4B, National Environmental
authority.23 Policy Act (NEPA) Implementing
materials should be limited to one
Nancy M. Morris, Instructions for Airport Actions. This
printed page. Written comments are also
Secretary.
invited and may be mailed to the Notice announces the availability of
[FR Doc. E6–6413 Filed 4–27–06; 8:45 am] Regional Resource Stewardship Council, Order 5050.4B and its Preamble. The
BILLING CODE 8010–01–P Tennessee Valley Authority, 400 West documents are available at ARP’s Web
site http://www.faa.gov/
Summit Hill Drive, WT 11A, Knoxville,
airports_airtraffic/airports.
Tennessee 37902. Although APR is presenting the
TENNESSEE VALLEY AUTHORITY
DATES: The meeting will be held on Preamble on its Web site, it is not
Meeting of the Regional Resource Wednesday, May 10, 2006, from 8 a.m. including the text of that document in
Stewardship Council to 4 p.m. and on Thursday, May 11, this Notice. ARP expects to publish the
2006, from 8 a.m. to 12:15 p.m. Eastern text in the Federal Register within the
AGENCY: Tennessee Valley Authority next 10 days. This delay is due to
(TVA). daylight Time.
publication procedures associated with
ACTION: Notice of meeting. ADDRESSES: The meeting will be held in the extensively detailed Preamble.
the auditorium at the Tennessee Valley DATES: Effective Date: Order 5050.4B is
SUMMARY: TVA will convene a meeting
Authority headquarters, 400 West effective on April 28, 2006.
of the Regional Resource Stewardship Summit Hill Drive, Knoxville,
Council (Regional Council) to obtain FOR FURTHER INFORMATION CONTACT: Mr.
Tennessee 37902, and will be open to Ed Melisky, FAA Office of Airports,
views and advice on the topic of TVA’s
the public. Anyone needing special Environmental and Planning Division,
stewardship program infrastructure and
emergency preparedness and access or accommodations should let FAA, 800 Independence Avenue, SW.,
coordination programs. Under the TV the contact below know at least a week Washington, DC 20591; telephone (202)
Act, TVA is charged with the proper use in advance. 267–5869. His e-mail address is:
and conservation of natural resources FOR FURTHER INFORMATION CONTACT:
edward.melisky@faa.gov.
for the purpose of fostering the orderly Distribution: ARP is distributing this
Sandra L. Hill, 400 West Summit Hill
and proper physical, economic and Order to ARP personnel and other
Drive, WT 11A, Knoxville, Tennessee interested parties by electronic means
social development of the Tennessee 37902, (865) 632–2333.
Valley region. The Regional Council was only. As noted earlier, ARP is also
established to advise TVA on its natural Dated: April 17, 2006. distributing the Preamble electronically,
resource stewardship activities. Notice Kathryn J. Jackson, but it will publish the text of that
of this meeting is given under the Executive Vice President, River System document in the Federal Register.
Federal Advisory Committee Act, 5 Operations & Environment, Tennessee Valley Anyone without access to the internet
U.S.C. App. 2, (FACA). Authority. may obtain a compact disk (CD)
The meeting agenda includes the [FR Doc. 06–4020 Filed 4–27–06; 8:45 am]
containing the Order and Preamble.
following: Please make that request to the Federal
BILLING CODE 8120–08–M
(1) Update on TVA Board governance. Aviation Administration, Office of
(2) TVA Stewardship infrastructure. Airport Planning and Programming
30 TVA emergency preparedness and (APP–1), 800 Independence Avenue,
external coordination. SW., Washington, DC, 20591. Those
jlentini on PROD1PC65 with NOTICES

(3) Current issues, including Bear unable to use an electronic version of


Creek Dam. the Order, may obtain a photocopy of
the Order by contacting FAA’s
22 15 U.S.C. 78s(b)(2). rulemaking docket at: Federal Aviation
23 17 CFR 200.30–3(a)(12). Administration, Office of Chief Council,

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