0402002 Informal Interpretation

From: (redacted)
Sent: Tuesday, February 03, 2004 3:37 PM
To: Verne,B. Michael
Cc: (redacted)
Subject: FW: Saleof Credit Card Receivables

Hi Mike - We are investigating whether the parties will meet the size oftransaction test in connection with this acquisition. You had mentioned thatthere would be one filing required (on the, continuum theory) and I wanted toconfirm that we should look at the size of the trust for purposes ofdetermining size of parties. I look forward to hearing from you. Thanks.


_---Original Message -----
From: (redacted)
Sent: Tuesday, February 03, 2004 10:08 AM
To: 'rnverne@ftc.gov'
Cc: (redacted)
Subject: Sale ofCredit Card Receivables

Hi Mike - I am hoping that you can confirm that the following is exempt under ordinarycourse .

FACTS:
1) Bank X intends to sell credit card receivables and related assets to LLC Xin the amount of
approximately $600 million.
2) After the transaction, Bank X will have in excess of $200 million in cashand will continue to operate a debit card business although it will no longeroperate a credit card business.
3) Simultaneously with the closing, LLC X will transfer the credit cardreceivables it purchased from Bank X to Trust Y for consideration equal to thepurchase price of the receivables. In order to fund the purchase of thereceivables, Trust Y will sell notes and certificates to investors. Trust Ywill be governed by an indenture, as is typical for these kinds oftransactions.