9204012 Informal Interpretation

April 16, 1992

Mr. William Schechter
Staff Attorney
Premerger Notification Office
Bureau of Competition
Federal Trade Commission, Room 303
Washington, D.C. 20580

Dear Mr. Schechter:

Pursuant to our telephone conversation of earlier this afternoon, we are providing you certain representations with respect to the transaction described in my April 6, 1992 letter. You indicated that, with the additional information provided herein, unless we heard from you to the contrary by the end of business today, we could move ahead with the consummation of the proposed transaction without filing premerger notification.

Specifically, you requested us to confirm for you that the price paid for the (redacted) inventory at the Sellers distribution facility is its fair market value as negotiated between the parties at arms length and is not depressed or written down in order to shift consideration therefor into the advance paid in connection with the Supply Agreement. You also asked us to represent that the advance to be paid by the Buyer in connection with the proposed Supply Agreement is a type of payment which takes place on a regular basis in the industry.

Based on information provided to us by our client and our own representation of the Seller in connection with the proposed transaction and other similar transactions involving the supply of (redacted) we represent as follows:

1.The consideration to be paid by Buyer for the (redacted) inventory in Sellers present distribution facility is based on the Sellers costs, as reflected on its books and records, subject to minor adjustments to take into consideration certain trade discounts, allowances, and the like. To the best of our knowledge, therefore, the consideration to be paid represents the fair market value of such inventory.

2.The advance to be paid by Buyer to Seller in connection with the Supply Agreement is, based on information provided to us by our client and upon our representation of this client in connection with similar supply arrangements, of a type which takes place on a regular basis in the industry.

If we have not heard from you by the close of business today, we will proceed with consummation of the proposed transaction as described in my April 6, 1992 letter, without a filing under the Premerger Notification Rules.

Very truly yours,

(redacted)