9202007 Informal Interpretation

February 21, 1992

BY TELECOPIER: 202-326-2050

Victor Cohen, Esq.

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

Washington, D.C. 20580

Re: Hart-Scott-Rodino Filing Requirements

Dear Mr. Cohen:

This is to confirm our telephone conversation of today, during which we discussed the following hypothetical transaction.

A builder enters into a contract with Company A for the purchase of a vessel to be constructed by the builder for in excess of $15,000,000. Prior to completion of the vessel, Company A assigns its contract right to Company B. Subsequently, Company B assigns its contract right to Company C, who intends to take delivery of the vessel directly from the builder when it is completed.

Based on our conversation and my review of No. 13 in the ABA Premerger Notification Practice Manual to which you referred me, it is my understanding that the assignment or sale of the contract right to take delivery of the vessel would not be a reportable transaction, unless the price to be paid by Company C to Company B is in excess of $15,000,000 more than the price of the vessel charged by the builder. Thus, the value of the contract right, which is to be assigned to Company C, is the amount that Company B is able to charge over and above the purchase price stated in the contract between the builder and Company A.

Please call me immediately if I have misunderstood your position. Thank you for your assistance in this matter.

Very truly yours,

(redacted)