0403019 Informal Interpretation

March 25, 2004

Mike Verne
Compliance Specialist
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, DC 20580

Re: Equipment Operating Leases

Dear Mike:

This willfollow up our telephone) conversation yesterday. We discussed the followinghypothetical.

CompanyA, is buying all of the assets and assuming certain obligations of Company B.The companies are in the car rental industry. Among the obligations thatCompany A is assuming are equipment leases for (a) shuttle buses and (b) rentalcar fleets.

From anaccounting perspective, the companies categorize these as short-term operatingleases. Through the acquisition, Company A is stepping into Company B's shoes.Company A is not paying a premium for the leases.

We concluded that the leases do riot constitute assets underthe HSRsize-of-transaction test. Because the value of potentially reportable assetsbeing conveyed is under $50 million, the transaction need not be reported.

Pleaselet me know if I have misunderstood our analysis, or if you need moreinformation.