9202009 Informal Interpretation

February 27, 1992 BY HAND Bradley K. Sabel, Esq. Federal Reserve Bank of New York 33rd Floor 59 Maiden Lane New York, New York 10045 Dear Mr. Sabel: This will confirm and amplify our earlier discussions in connection with the proposed purchase by an indirect subsidiary of (redacted) of 20% of the voting shares of a Delaware subsidiary of (redacted) which is incorporated in (redacted) but does no business in the United States other than in (redacted). (Redacted) is a bank holding company under the Bank Holding Company Act of 1956, as amended, (the "Bank Holding Company Act") and a qualifying foreign banking organization under Section 23(b) of Regulation K thereunder. **Staff comment: HSR considers this U.S. However, Federal Reserve indicates this is foreign The purchase is to be made by (redacted) a (redacted) company, which is wholly owned by (redacted) which is incorporated in (redacted) and is in turn wholly owned by (redacted). Both of these entities are holding companies for international assets of the (redacted) group. Neither of them has any assets or business in the United States either directly or indirectly, except that (redacted) as has been reported in previous filings with the Federal Reserve Bank of New York (the "New York Fed"), owns 100% of the voting shares of (redacted), which owns a block of real estate in (redacted),.upon which the (redacted) branch premises are located and the real estate in (redacted) on which the (redacted) premises are located. (Redacted) has no other assets or business in the United States. (Redacted) is a (redacted) The issuer of the shares to be purchased is (redacted), a (redacted) non-bank finance company, which operates entirely in (redacted) and does no business in any other part of the United States. All of the voting stock of (redacted) is presently owned by (redacted), a finance company based in the United States. As we discussed, it is the opinion of this firm that (redacted) need not make any application to the New York Fed with respect to the purchase of the shares of (redacted) because of the exemption provided by Section 4(c)(13) of the Bank Holding Company Act and Section 23(f)(iii) of Regulation K, promulgated thereunder, for owning or controlling voting shares of "any company that is not engaged, directly or indirectly, in any activities in the United States other than those that are incidental to the international or foreign business of such company." Under Section 2(i) of Regulation K, the Commonwealth of (redacted) is included within the definition of "foreign" or "foreign country". In accordance with the provisions of Section 7A(c)(8) of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (redacted) has instructed us to file copies of this letter with the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice. Please let me know if you have any questions concerning the facts or conclusions stated herein. Very truly yours, (redacted)