0509011 Informal Interpretation

From: (redacted)
Sent: Thursday, September 15, 2005 8:24 AM
To: Verne, B. Michael
Subject: Portfolio of Contracts

Mike - if a company is going to buy a portfolio of executorycontracts (deliver commodity X on date Y, and I'll pay you $Z) from a companyin a commodity business, I think Interpretation 121 tells me that to determinethe size of the transaction, I need to look at how much the buyer will pay tothe seller for the book of contracts. If I'm in a situation where there is avery large book of contracts that would be transferred, but the aggregate bookis "underwater" so that the seller will pay the buyer to take overthe book, I don't think I have any HSR filing,even if the overall volume of commodity to be delivered under the contractsbeing transferred is quite large (e.g., way in excess of $53.1 million). Do youagree?