0312005 Informal Interpretation

December 9, 2003

By E-Mail
Nancy Ovuka
Federal Trade Commission
Antitrust Division
novuka@ftc.gov

Dear Ms. Ovuka:

I write in reference to ourtelephone conversation of today concerning the following hypotheticaltransaction, which we determined does not impose a Hart-Scott-Rodino Act("HSR") reporting burden:

• Company "A" is a foreign corporation and is the ultimate parental entity of a four vessel shipping line (the "I Line") which regularly calls at U.S. Ports.
• Company "B", also a foreign corporation, wishes to purchase the assets of the I Line and maintain the I Line's liner routes, including calling at U.S. ports.
• Assume that the size of persons test is met by Company A and Company B.
• Company A and Company B are not related or associated in any way, and have negotiated at arms-length a purchase price for the I Line of about $36 million.
• The purchase price includes the vessels, the I Line name and goodwill, a non-compete agreement, a number of shipping containers, office space, and other operating items.
• There are no other agreements between Company A and Company B related to this transaction.

Under the above facts, andassuming that the $36 million purchase price reflects the fair market value ofthe assets of I Line, our office has concluded that there is no reportingburden under the HSR because the size of transaction test has not been met.

Based on our telephoneconversation of today, I understand that you concur with this conclusion.However, this letter gives us an opportunity to make sure that I clearlycommunicated the hypothetical transaction outlined above. Accordingly, I wouldask that you confirm that my understanding is correct as your schedule permits.

In the meantime, I thank you foryou courteous and professional assistance in this matter.