9201008 Informal Interpretation

January 22, 1992

By Messenger

Mr. Thomas F. Hancock

Federal Trade Commission

Premerger Notification Office

Bureau of Competition, Room 301

6th Street & Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Dear Mr. Hancock:

On March 6, 1991, you advised me that, in certain circumstances, the acquisition of an (redacted) payment that is (redacted) in (redacted) rather than (redacted) will be exempt from the premerger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the Act), as the acquisition of goods... in the ordinary course of business under Section 7A(c)(1) of the Act. I confirmed our telephone conversation in a letter of March 8, 1991 (the Prior Letter), a copy of which is attached hereto.

The purpose of this letter is to confirm our telephone conversation of January 21, 1992, in which you advised me that the acquisition by entities within the Acquiring Person described in the Prior Letter of (redacted) payments that are (redacted) in (redacted) will also be exempt from the premerger notification requirements of the Act as the acquisition of goods... in the ordinary course of business under Section 7A(c)(1) of the Act. As in the Prior Letter, it is contemplated that such (redacted) payments will burden (redacted) leases that are currently (redacted).

Please call me immediately at (redacted) should the position of the Federal Trade Commission staff with regard to this matter be different from that set forth above. In addition, please retain this letter in your files. I appreciate very much your assistance and helpful advice in this matter.

Very truly yours,

(redacted)