DEFINITIONS AND INTERPRETATION.doc

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DEFINITIONS AND INTERPRETATION.doc

  1. 1. EXECUTION COPY LEHMAN BROTHERS HOLDINGSWASHINGTON MUTUAL INC. UNIFORM CDS SETTLEMENT AGREEMENT This Lehman Brothers HoldingsWashington Mutual Inc. Uniform CDS Settlement Agreement (the "Agreement") is entered into on September 17,October 1, 2008 between the entities specified in Schedule 1 hereto (each, a "Party"). WHEREAS the Parties hereto wish to facilitate the orderly settlement of the Covered Transactions (as defined below) relating to Lehman Brothers HoldingsWashington Mutual Inc. ("LehmanWashington Mutual") by agreeing that Credit Event Notices and Notices of Publicly Available Information in respect of such contracts will be deemed to have been effectively delivered on the Notice Date (as defined below) without requiring the actual delivery of such notices. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Interpretation As used in this Agreement, "Confirmation", "Credit Support Document" and "Transaction" each has the respective meaning given to that term in the related Governing Master Agreement and "Credit Derivative Transaction" has the meaning given to that term in the 2003 ISDA Credit Derivatives Definitions, as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions, each as published by the International Swaps and Derivatives Association, Inc. ("ISDA") (the "2003 Definitions") in respect of a Transaction documented by a Confirmation that incorporates the 2003 Definitions or in the 1999 ISDA Credit Derivatives Definitions, as published by ISDA (the "1999 Definitions") in respect of a Transaction documented by a Confirmation that incorporates the 1999 Definitions, as applicable. Each other capitalized term used in this Agreement but not defined herein has the meaning given to that term in the related Documentation (as defined below), as applicable. 1.2 Definitions "Affected CDX Index" means each of the indices of CDS IndexCo LLC containing LehmanWashington Mutual, if any. "Bespoke Portfolio Transaction" means any Bespoke Untranched Portfolio Transaction and any Bespoke Tranched Portfolio Transaction. "Bespoke Tranched Portfolio Transaction" means a tranched Credit Derivative Transaction that relates to more than one Reference Entity but which is not a Covered Index Transaction and is not any type of Covered Non-Index Transaction other than a Bespoke Portfolio Transaction. "Bespoke Untranched Portfolio Transaction" means an untranched Credit Derivative Transaction that relates to more than one Reference Entity but which is not a Covered Index Transaction and is not any type of Covered Non-Index Transaction other than a Bespoke Portfolio Transaction. "Business Day" means, for purposes of this Agreement, a day on which commercial banks and foreign exchange markets are generally open to settle payment in New York. 1 30047-00682 NY:4046311.3
  2. 2. "Constant Maturity Swap Transaction" means any Portfolio Constant Maturity Swap Transaction and any Single Name Constant Maturity Swap Transaction. "Covered CDX Tranched Transaction" means a tranched Credit Derivative Transaction that relates to an Affected CDX Index and is governed by relevant Index Documentation. "Covered CDX Untranched Transaction" means a Credit Derivative Transaction that is not a Covered CDX Tranched Transaction but relates to an Affected CDX Index and is governed by relevant Index Documentation. "Covered Index Transaction" means Covered CDX Untranched Transaction, Covered CDX Tranched Transaction, other than any Excluded Index Transaction, for which: (a) the Effective Date is on or prior to the Default Date; (b) the Trade Date is on or prior to the date that is 30 calendar days after the Default Date; (c) the Scheduled Termination Date is on or after the Default Date; and (d) the portion thereof attributable to LehmanWashington Mutual is still outstanding as of the Notice Date. "Covered Non-Index Transaction" means any Credit Derivative Transaction that (i) is not a Covered Index Transaction or an Excluded Index Transaction, (ii) is not an Excluded Non-Index Transaction, (iii) is a Single Name CDS Transaction, a Constant Maturity Swap Transaction, a Principal Only Transaction, an Interest Only Transaction, a First to Default Transaction, an Nth to Default Transaction, a Recovery Lock Transaction, a Bespoke Portfolio Transaction, a Single-Name Swaption or a Portfolio Swaption and (iv) for which: (a) LehmanWashington Mutual is a Reference Entity; (b) the Effective Date is on or prior to the Default Date; (c) the Trade Date is on or prior to the date that is 30 calendar days after the Default Date; (d) the Scheduled Termination Date is on or after the Default Date; and (e) the portion thereof attributable to LehmanWashington Mutual is still outstanding as of the Notice Date. "Covered Transaction" means a Covered Index Transaction or a Covered Non-Index Transaction, as applicable. "Default Date" means September 15,27, 2008. "Documentation" means Index Documentation or Non-Index Documentation, as applicable. "Excluded Index Transaction" means any Credit Derivative Transaction between any two of Bear Stearns Credit Products Inc., Citigroup Global Markets Limited, Credit Suisse First Boston International, Deutsche Bank AG, Goldman Sachs International, Lehman Brothers Special Financing Inc., JPMorgan Chase Bank, Merrill Lynch International, Morgan Stanley Capital Services Inc. UBS AG London Branch and UBS Limited in respect of any of the Dow Jones CDX.NA.HY Trust Certificates or CDX.NA.HY Trust Certificates. "Excluded Non-Index Transaction" means (a) any Bespoke Portfolio Transaction that relates to a portfolio of Reference Entities that is also the relevant portfolio for any series of credit-linked notes, trust certificates or other similar securities and for which the parties thereto intend settlement to be consistent with the settlement terms applicable to such securities (b) Reference Obligation Only Transactions, (c) Loan Only Transactions and (d) Fixed Recovery Transactions. "First to Default Transaction" means a Credit Derivative Transaction linked to more than one Reference Entity pursuant to which Cash Settlement Amounts or Physical Settlement Amounts will only be paid to Buyer after the Conditions to Settlement have been satisfied for the first time in respect of any of the relevant Reference Entities. 2 30047-00682 NY:4046311.3
  3. 3. "Fixed Recovery Transaction" means a Credit Derivative Transaction in respect of which the Final Price is pre-determined and specified in the relevant Documentation. "Governing Master Agreement" means, in respect of a Covered Transaction, the master agreement governing such Covered Transaction, whether executed by the parties thereto or incorporated by reference in the Confirmation relating to such Covered Transaction. "Index Documentation" means the Governing Master Agreement and (i) in the case of a Covered CDX Untranched Transaction, a Confirmation (including a master confirmation) based on the CDS IndexCo LLC forms published in October 2003, September 2004, March 2007, March 2008, or July 2008 with such modifications to which the parties thereto have agreed or (ii) in the case of a Covered CDX Tranched Transaction, a Confirmation (including a master confirmation and irrespective of whether such Confirmation or master confirmation incorporates the standard terms) based on the CDS IndexCo LLC forms published in July 2004, March 2005, June 2005, March 2006, March 2007, March 2008, or July 2008 with such modifications to which the parties thereto have agreed. "Interest Only Transaction" means a Credit Derivative Transaction linked to more than one Reference Entity under which the Seller pays to the Buyer either (a) an upfront amount or (b) a floating interest rate, neither party pays Cash Settlement Amounts during the term of the Transaction and the Buyer pays Fixed Amounts to the Seller during the term of the Transaction (which amounts are reduced due to Credit Events). "Loan Only Transaction" means a Credit Derivative Transaction in respect of which "Loan" is specified as the only Deliverable Obligation Category. "Non-Index Documentation" means the Governing Master Agreement and Confirmation (including a master confirmation) relating to a Covered Non-Index Transaction. "Notice Date" means September 15,29, 2008. "Nth to Default Transaction" means a Credit Derivative Transaction linked to more than one Reference Entity pursuant to which Cash Settlement Amounts or Physical Settlement Amounts will only be paid to Buyer after the occurrence of Credit Events in respect of a specified number of Reference Entities. "Portfolio Constant Maturity Swap Transaction" means a Credit Derivative Transaction linked to a portfolio of Reference Entities in respect of which the Fixed Rate is reset at the end of each Fixed Rate Payer Calculation Period to the then-current market rate for the relevant Credit Derivative Transaction. "Portfolio Swaption" means any unexercised option to enter into a Covered Transaction (other than another Portfolio Swaption) referencing more than one Reference Entity. "Principal Only Transaction" means a Credit Derivative Transaction linked to more than one Reference Entity under which the Seller pays an upfront amount to the Buyer, neither party pays any Fixed Amounts or Cash Settlement Amounts during the term of the Transaction and, upon termination of the Transaction, the Buyer pays to Seller the notional amount of the transaction, minus aggregate Cash Settlement Amounts. "Recovery Lock Transaction" means a Credit Derivative Transaction in respect of which the Reference Price is specified in the relevant Documentation as a price less than 100 per cent and for which either Buyer or Seller can deliver a Notice of Physical Settlement. "Reference Obligation Only Transaction" means a Credit Derivative Transaction in respect of which "Reference Obligation Only" is specified as the Deliverable Obligation Category. "Single Name CDS Transaction" means a Credit Derivative Transaction linked to not more than one Reference Entity that is not a Single Name Constant Maturity Swap Transaction. "Single Name Constant Maturity Swap Transaction" means a Credit Derivative Transaction linked to not more than one Reference Entity for which the Fixed Rate is reset at the end of each Fixed Rate Payer Calculation Period to the then-current market rate for the relevant Credit Derivative Transaction. 3 30047-00682 NY:4046311.3
  4. 4. "Single-Name Swaption" means any unexercised option to enter into a Covered Transaction (other than another Single Name Swaption) referencing not more than one Reference Entity. 2. SETTLEMENT AGREEMENT EFFECTIVE DATE The Parties hereby agree that the agreements set forth in Section 3 of this Agreement will be deemed to take effect from the Notice Date. 3. AGREEMENT 3.1 With respect to each Covered Transaction, a Credit Event Notice specifying Bankruptcy as the Credit Event and a Notice of Publicly Available Information shall be deemed to be effective on the Notice Date and the Notice Date shall be deemed to be the Event Determination Date for purposes of each such Covered Transaction or for the portion of such Covered Transaction applicable to LehmanWashington Mutual, as applicable (and for the avoidance of doubt, such date shall be the Event Determination Date for all Covered Transactions even if London or any other city is specified as the Calculation Agent City for any such Covered Transaction). 3.2 Any Credit Event Notice or Notice of Publicly Available Information (other than a notice deemed to be given pursuant to this Agreement) delivered in respect of the portion of any Covered Transaction applicable to LehmanWashington Mutual shall be deemed revoked, and neither Party shall have any obligations with respect to such revoked notice. 3.3 Each party agrees not to deliver any other Credit Event Notice or Notice of Publicly Available Information (other than a notice deemed to be given pursuant to this Agreement) in respect of the portion of a Covered Transaction applicable to LehmanWashington Mutual, and any such notice delivered shall be void and have no effect. 4. REPRESENTATIONS Each Party represents (which representations will each be deemed to be a representation for purposes of Section 5(a)(iv) of the Governing Master Agreement) to each other Party with which it had any Covered Transaction outstanding on the Notice Date, in respect of each Covered Transaction between them, that: 4.1 Status. It (a) is, if relevant, duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing or (b) if it otherwise represents its status in or pursuant to the Governing Master Agreement, has such status. 4.2 Powers. It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and each Covered Transaction, in each case as amended by this Agreement, and has taken all necessary action to authorize such execution, delivery and performance. 4.3 No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. 4 30047-00682 NY:4046311.3
  5. 5. 4.4 Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement and each Covered Transaction, in each case as amended by this Agreement, have been obtained and are in full force and effect and all conditions of any such consents have been complied with. 4.5 Obligations Binding. Its obligations under this Agreement and each Covered Transaction, in each case as amended by this Agreement, constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 4.6 Credit Support. This Agreement will not, in and of itself, adversely affect any obligations owed, whether by a Party or by any third party, under any Credit Support Document relating to a Covered Transaction. 5. MISCELLANEOUS 5.1 Entire Agreement. Notwithstanding Section 9(a) of the Governing Master Agreement, this Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter. 5.2 Non-reliance. Each Party acknowledges that in agreeing to this Agreement it has not relied on any oral or written representation, warranty or other assurance, except as otherwise set forth in this Agreement, and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a Party for fraud. 5.3 No Waiver. Except as explicitly stated in this Agreement, nothing herein shall constitute a waiver or release of any rights of any Party under the relevant documentation for the relevant Covered Transaction. 5.4 Amendments. An amendment, modification or waiver in respect of the matters contemplated by this Agreement will only be effective if made in accordance with the terms of the Governing Master Agreement and then only with effect between the parties to that Governing Master Agreement (and will only be effective to amend or override the provisions contained in Section 3 hereof if it expressly refers in writing to this Section 5.4 of this Agreement and would otherwise be effective in accordance with Section 9(b) of the Governing Master Agreement). 5.5 Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 5.6 Governing Law. This Agreement will, as between two Parties and in respect of each Covered Transaction between them, be governed by and construed in accordance with the law specified to govern that Covered Transaction and otherwise in accordance with applicable choice of law doctrine. 5.7 Counterparts. This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in any number of counterparts (including by facsimile 5 30047-00682 NY:4046311.3
  6. 6. transmission) and all of such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS whereof the Parties have executed this Agreement on September 17,October 1, 2008. 6 30047-00682 NY:4046311.3
  7. 7. 7 30047-00682 NY:4046311.3
  8. 8. SCHEDULE 1 The following entities are Parties to this Agreement: III Offshore Advisors as investment manager to the following funds: III Finance Ltd.; III Global Ltd.; III Relative Value/Macro Hub Fund Ltd.; III Relative Value Credit Strategies Hub Fund Ltd.; III Credit Bias Hub Fund Ltd.; III Enhanced Credit Bias Hub Fund Ltd.; III Select Credit Hub Fund Ltd and Credit Spectrum Fund Ltd. 1462888 Ontario Inc., solely in its capacity as trustee of the trusts without personal liability: Constellation Credit Linked Trust (IML-CDS) Series 2005-1; Constellation Credit Linked Trust (IML-CDS 2) Series 2005-1; Constellation Credit Linked Trust (Stamford) Series 2006-1 and Constellation Credit Linked Trust (PML-M2) Series 2006-1 1614723 Ontario Inc., solely in its capacity as trustee of the trusts without personal liability: Nemertes Credit Linked Trust (Commerce-LSS) Series 2005; Nemertes Credit Linked Trust (Commerce- LSS II) Series 2006; Nemertes Credit Linked Trust (EC Super Senior) Series 2005-1; Nemertes Credit Linked Trust (LSS II) Series 2005 and Nemertes Credit Linked Certificate Trust (BCO- LSS) Series 2006 AB2 Fund ABN AMRO Bank N.V. ACHMEA PENSIOEN en LEVENSVERZEKERINGEN N.V. AIG CDS, Inc. by AIG Global Investment Corp., Investment Advisor AIG-Financial Products Corp. AIG GIG Managed Long/Short by AIG Global Investment Corp., Investment Advisor AllianceBernstein L.P., as Investment Manager, acting on behalf of ACM Global Credit –Yen Sub-Fund Allianz Euro Credit Alpha (the "Fund") represented by Allianz Global Investors France SA (the "Management Company") ALPHADYNE INTERNATIONAL MASTER FUND, LTD. American Century Variable Portfolios II, Inc. for and on behalf of American Century Variable Portfolios II, Inc. and Deutsche Bank AG American Investors Life Insurance Co., Inc. Aozora Bank, Ltd. APG Investments US Inc. on behalf of Stitching Pensioenfunds ABP Appaloosa Investment LP I AQR Capital Management, LLC solely in its capacity as Investment Manager with respect to: AQR Absolute Return Master Account, L.P. and AQR Global Asset Allocation Master Account, L.P. Arrowgrass Master Fund Limited Artradis Barracuda Fund Atlanteo Capital B.V. Athilon Asset Acceptance Corp. Australia and New Zealand Banking Group Limited Avenue-CDP Global Opportunities Fund, L.P. by Avenue Global Opportunities Fund GenPar, LLC, its General Partner Avenue International Master, L.P. by Avenue Global Opportunities Fund GenPar, LLC, its General Partner Avenue Investments, L.P. by Avenue Partners LLC, its General Partner Avenue Special Situations Fund IV, L.P. by Avenue Capital Partners IV, LLC, its General Partner and GL Partners IV, LLC, its Managing Member Avenue Special Situations Fund V, L.P. by Avenue Capital Partners V, LLC, its General Partner and GL Partners IV, LLC, its Managing Member Aviva Life and Annuity Company f/k/a AmerUs Life Insurance Co. Aviva Life and Annuity Company of New York f/k/a Aviva Life Insurance Company of New York and f/k/a Bankers Life Insurance Co.
  9. 9. AvQuaest Capital Master Fund, Ltd. AXA Investment Managers Paris acting for and on behalf of AXA EONIA; AXA SPREAD COURT TERME; AXA SPREAD PLUS and KOKUSA I Axis Bank Limited BANCA IMI S.p.A. Banca Intermobiliare S.p.A. Banca Per Le Imprese SPA, a bank belonging to MPS Banking Group. Banco Bilbao Vizcaya Argentaria S.A. Banco Santander, S.A. Bank Austria Creditanstalt AG Bank of America, N.A. Bank Leumi Le-Israel B.M. Bank of Montreal The Bank of Nova Scotia Bank of Scotland plc The Bank of Tokyo-Mitsubishi UFJ, Ltd. BANQUE d'ORSAY BARCLAYS BANK PLC Barclays Global Investors, N.A., acting as trustee or investment manager on behalf of various funds and accounts Basso Fund Ltd. by Basso Capital Management, L.P., its Investment Manager Basso Holdings Ltd. by Basso Capital Management, L.P., its Investment Manager Basso Multi-Strategy Holding Fund Ltd. by Basso Capital Management, L.P., its Investment Manager Baupost Limited Partnership 1983 A-1 Baupost Limited Partnership 1983 B-1 Baupost Limited Partnership 1983 C-1 Baupost Value Partners, L.P. – I Baupost Value Partners, L.P. – II Baupost Value Partners, L.P. – III Bayerische Hypo- und Vereinsbank AG Bayerische Landesbank Bear Sterns Capital Markets Inc. Bear Sterns Credit Products Inc. Bear, Sterns International Limited Berner Kantonalbank AG BlackRock Inc. for and on behalf of : BGF Euro Bond Fund; BGF Euro Corporate Bond Fund; BGF Short Duration Bond Fund (Euro); BIPF – BlackRock Euro Core Bond Fund – general trading; BlackRock Preferred and Equity Advantage Trust – Preferred Sleeve; BlackRock Preferred Opportunity Trust; Fixed Income Portable Alpha Fund – Credit; Galena CDO I; Galena CDO II; M.A.V.E.N. Series Notes; M.A.V.E.N. Series Notes – ASST; Maiden Lane; Palladium CDO I; Palladium CDO II; Palladium CDO II BNP; Philips Pension Fund; Pillars Synthetic CDO I; PPF - FGR European Corp Bond Fund – (FGRABO); Preferred and Corporate Income Strategies Fund, Inc.; Preferred Income Strategies Fund, Inc.; Stichting Pensioenfonds van De Nederlandsche Bank N.V. – Euro Core Bonds; The Galaxite Master Unit Trust; TNO Active Bond; Valleriite CDO I and Valleriite CDO I P.L.C. Blue Corr Fund, LLC BlueCrest Capital International Master Fund Limited BlueCrest Multi Strategy Credit Master Fund Limited BlueCrest Strategic Limited BlueHorizon Fund I, LLC BlueHorizon Fund I, Ltd. BlueMountain Credit Alternatives Master Fund L.P. 9 30047-00682 NY:4046311.3
  10. 10. BlueMountain Equity Alternatives Master Fund L.P. Blue Ridge Limited Partnership Blue Ridge Offshore Master Limited Partnership BNP Paribas BPER International Sicav – Absolute Return Bond Boiro Finance B.V Caisse de depot et de placement du Québec Caisse Federale du Credit Mutuel de Maine Anjou Basse Normandie CAISSE NATIONALE DES CAISSES D’EPARGNE ET DE PREVOYANCE (CNCEP) CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID Calyon Canadian Imperial Bank of Commerce Canyon Capital Advisors, LLC for and on behalf of Canyon Capital Arbitrage Master Fund, Ltd.; Canyon Balanced Equity Master Fund, Ltd; Citi Canyon, Ltd.; The Canyon Value Realization Fund (Cayman), Ltd.; Canyon Special Opportunities Master Fund (Cayman), Ltd.; Canyon VRF Trading, Ltd.; Lyxor/Canyon Value Realization Fund, Ltd.; Lyxor/Canyon capital Arbitrage Fund, Ltd.; Permal Canyon IO Ltd.; Canyon Value Realization MAC 18, Ltd.; Canyon Value Realization Fund, L.P. and Institutional Benchmarks Master Fund, Ltd. – Centaur Series Capula Global Relative Value Master Fund Limited CASAM PAULSON ENHANCED Fund Limited Cascade Investment, LLC CC Arbitrage, Ltd. Cedarview Capital Management, LP. Challenger Managed Investments Limited ABN 94 002 835 592 as Responsible Entity for Challenger High Yield Fund Cheyne Capital LLC, acting on behalf of Cheyne Americas High Yield Fund L.P. Cheyne Capital Management (UK) LLP, acting on behalf of Cheyne Long Short Credit Fund L.P.; Cheyne Managed Credit Fund I L.P.; Cheyne Managed CSO Limited and Piraeus CDO I Limited Chinatrust Commercial Bank Ltd. CID Finance B.V. Cigogne Management S.A., acting as the management company and on behalf of the fund "Cigogne Fund" Citadel Equity Fund Ltd. Citibank Canada Citibank, NA Citigroup Financial Products Inc. Citigroup Global Markets Limited Coleherne Fund Limited Commerzbank Aktiengesellschaft Commonwealth Bank of Australia THE CONUS FUND , L.P. THE CONUS FUND OFFSHORE LTD. THE CONUS FUND (QP), L.P. Convexity Capital Master Fund L.P. by Convexity Capital Management LP, as investment manager Cooperatieve Centrale Raiffeisen – Boerenleenbank B.A. (trading as Rabobank International) Cournot Financial Products LLC CPM LUXEMBOURG S.A. CQS Capital Structure Arbitrage Master Fund Limited CQS Convertible and Quantitative Strategies Master Fund Limited CQS Directional Opportunities Master Fund Limited Crédit Industriel et Commercial 10 30047-00682 NY:4046311.3
  11. 11. Credit and Repackaged Securities Limited Series 2006-8 Trust by: National Australia Bank Limited, as Portfolio Manager and Massachusetts Financial Services Company d/b/a MFS Investment Management, as Portfolio Manager Credit Suisse Bond Fund Management Company for and on behalf of Credit Suisse Bond Fund (Lux) £; Credit Suisse Bond Fund (Lux) Target Return (Euro); Credit Suisse Bond Fund (Lux) Target Return (Sfr) and Credit Suisse Bond Fund (Lux) Target Return (US$) Credit Suisse Credit Strategies Master Fund, Ltd. by Credit Suisse alternative Capital, Inc., as investment adviser Credit Suisse SICAV II (Lux) for and on behalf of Credit Suisse SICAV II (Lux) Target Return (Euro); Credit Suisse SICAV II (Lux) Target Return (Sfr) and Credit Suisse SICAV II (Lux) Target Return (US$) Credit Suisse, Cayman Islands Branch Credit Suisse International Credit Suisse Securities (EUROPE) Limited CS Fixed Income Sicav – SIF for and on behalf of Cs Fixed Income Sicav – SIF Global Asset Backed Securities Daiwa Securities SMBC Co. Ltd. DBS Bank LTD DBX Convertible Arbitrage 12 Fund c/o Quattro Global Capital LLC D.B. Zwirn Special Opportunities Fund LP D.B. Zwirn Special Opportunities Fund LTD D.E. Shaw Composite Portfolios, L.L.C. D.E. Shaw Dihedral Portfolios, L.L.C. D.E. Shaw Oculus Portfolios, L.L.C. D.E. Shaw Valence Portfolios, L.L.C. Deka FundMaster Investmentgesellschaft mbH, acting for the account of each of the respective fund referred to in the Master Confirmation Agreement or in the relevant Transaction Supplement (the "Relevant Fund") Deka International S.A., acting for the account of each of the respective fund referred to in the Master Confirmation Agreement or in the relevant Transaction Supplement (the "Relevant Fund") Deka Investment GmbH, acting for the account of each of the respective fund referred to in the Master Confirmation Agreement or in the relevant Transaction Supplement (the "Relevant Fund") Depfa Bank plc DESJARDINS FINANCIAL SECURITY LIFE ASSURANCE COMPANY Deutsche Bank AG Deutsche Postbank AG Dexia Credit Local Diamond Notch Opportunities Master Fund Ltd. Discovery Global Citizens Master Fund Ltd. Discovery Global Opportunity Master Fund Ltd. Dresdner Bank AG Dynamic Credit Opportunities II Master Fund, Ltd. DZ Bank AG Deutsche Zentral- Genossenschaftsbank Ellington Overseas Partners, Ltd by Ellington Management Group, LLC as Investment Manager to Ellington Overseas Partners, Ltd Eon Bank Berhad Erste Group Bank AG Ethias Accidents du Travail, Caisse commune d'assurance Ethias Droit Commun, Association d'assurance mutuelles Ethias Vie, Association d'assurances mutuelles Eton Park Fund, L.P. by Eton Park Capital Management, L.P., its Investment Manager Eton Park Master Fund, Ltd. by Eton Park Capital Management, L.P., its Investment Manager 11 30047-00682 NY:4046311.3
  12. 12. Etruria Fund Management Company S.A. for and on behalf of Etruria Fund FAF Advisors, Inc. acting on behalf of various funds and accounts Fidelity Advisor Series II: Fidelity Advisor Short Fixed-Income Fund Fidelity Advisor Stable Value Portfolio, a portfolio of the Fidelity Group Trust for Employee Benefit Plans by Fidelity Management trust company, as Trustee Fidelity Central Investment Portfolios II LLC: Fidelity Corporate bond 1-10 Year Central Fund Fidelity Fixed-Income Trust: Fidelity Short-Term Bond Fund Fidelity Short Intermediate Commingled Pool, a portfolio of the Fidelity Group Trust for Employee benefit Plans by Fidelity Management trust Company, as Trustee FIL Pensions Management as Agent of each Principal (acting as Agent on behalf of each Principal listed in a related Governing Master Agreement between such Principal and another party and with respect to which it has entered into a Covered Transaction under the related Governing Master Agreement) FIL Investments International (acting as Agent on behalf of each Principal listed in a related Governing Master Agreement between such Principal and another party and with respect to which it has entered into a Covered Transaction under the related Governing Master Agreement) FIL Investment Services (UK) Limited (acting as Agent on behalf of each Principal listed in a related Governing Master Agreement between such Principal and another party and with respect to which it has entered into a Covered Transaction under the related Governing Master Agreement) Firstrand Ireland Plc FORTIS BANK NV/SA Ghisallo Ltd. by Swiss Re Portfolio Advisors Corporation, its manager Goldman Sachs Asset Management, L.P., not in its individual capacity, but solely as investment advisor to Goldman Sachs Global Opportunities Fund, LLC and Goldman Sachs Global Opportunities Fund Offshore, Ltd. Goldman Sachs Capital Markets, L.P. Goldman Sachs International Government of Singapore Investment Corporation Pte Ltd GPC 79, LLC by Guggenheim Advisors, LLC, its limited liability company manager Greenlight Capital, L.P. by Greenlight Capital LLC, its general partner Greenlight Capital Offshore, Ltd. by Greenlight Capital, Inc., its investment advisor Greenlight Capital Qualified, L.P. by Greenlight Capital, LLC, its general partner Greenlight Reinsurance, Ltd. by DME Advisors, LP, its investment advisor GS Investment Strategies, LLC, Not in its individual capacity, but solely as investment advisor to Liberty Harbor Master Fund I, L.P. Hartfield Fund Ltd. Hayman Capital Master Fund L.P. by Hayman Advisors, L.P., its general partner HB Institutional Limited Partnership HBK Master Fund L.P. by HBK Services LLC, Investment Advisor Her Majesty The Queen in Right of Alberta The Hong Kong and Shanghai Banking Corporation Limited Hospitals of Ontario Pension Plan Trust Fund HSBC Bank plc HSBC Bank USA, National Association Hutchin Hill Capital C1, Ltd. ICM Business Trust by Ionic Capital Partners LP, its investment Advisor and Ionic Capital Management LLC, its General Partner Indianapolis Life Insurance Company Infiniti SPC Limited for the account of the Kenmore Street Synthetic CDO 2006-2 Segregated Portfolio by Massachusetts Financial Services Company, as Portfolio Manager ING Bank N.V. ING Fixed Absolute Return Master Ltd. by ING Alternative Asset Management LLC, its agent 12 30047-00682 NY:4046311.3
  13. 13. ING Life Insurance and Annuity Company by ING Investment Management LLC, its Agent ING Proprietary Alpha Fund LLC by ING Alternative Asset Management LLC, its Agent ING USA Annuity and Life Insurance Company by ING Investment Management LLC, its Agent International Fund Management S.A., acting for the account of each of the respective fund referred to in the Master Confirmation Agreement or in the relevant Transaction Supplement (the "Relevant Fund") INTESA SANPAOLO S.p.A. Invicta Credit LLC Ionic Capital Master Fund Ltd. by Ionic Capital Partners LP, its investment Advisor and Ionic Capital Management LLC, its General Partner Iridian Opportunity Master Fund, Ltd. Israel Discount Bank Jabcap Multi-Strategy Master Fund Limited J-Invest Limited JAZZ III CDO (IRELAND) P.L.C. signed by AXA Investment Managers Paris S.A., acting as Collateral Manager JAZZ CDO I B.V. signed by AXA Investment Managers Paris S.A., acting as Collateral Manager JPMorgan Chase Bank, N.A. Julius Baer Multibond SICAV –Local Emerging Bond Fund Kamunting Street Master Fund, Ltd KBC Diversified Fund, a segregated portfolio of KBC Diversified Fund, SPC KBC Financial Products (Cayman Islands) Ltd Kellogg Capital Group LLC King Street Capital, L.P. by King Street Capital Management, L.L.C., its Investment Manager King Street Capital, Ltd. by King Street Capital Management, L.L.C., its Investment Manager Knighthead Master Fund, L.P. by Knighthead Capital Management, LLC, its Investment Manager Kommunalkredit Austria AG Kommunalkredit International Bank Limited Landesbank Baden-Württemberg Landesbank Berlin AG Lexington Insurance Company by AIG Global Investment Corp., Investment Advisor Linden Capital L.P. Lloyds TSB Bank plc LMA SPC, for and on behalf of The Map 57 Segregated Portfolio Loomis Sayles Multi-Strategy Master Alpha, Ltd Lyxor Asset Management, as sub Manager of the Funds listed in the attachment to its signature page Lyxor/Paulson International Fund Limited. Lyxor/ Quattro Fund Ltd. Magnetar Capital Master Fund, Ltd Magnetar Constellation Master Fund, Ltd Magnetar Constellation Fund II, Ltd Magnetar Constellation Master Fund III, Ltd Magnetar Structured Credit Fund, LP Managed Income Portfolio, a portfolio of the Fidelity Group Trust for Employee Benefits Plans by Fidelity Management Trust Company, as Trustee Managed Income Portfolio II, a portfolio of the Fidelity Group Trust for Employee Benefits Plans by Fidelity Management Trust Company, as Trustee Mariner LDC Mariner-Tricadia Credit Strategies Master Fund, Ltd. Merrill Lynch Capital Services Inc. Merrill Lynch International MetLife Insurance Company of Connecticut 13 30047-00682 NY:4046311.3
  14. 14. Metropolitan Life Insurance Company Mizuho Alternative Investment LLC investment advisor for Wind Credit Arbitrage Fund Mizuho Corporate Bank, Ltd. Mizuho International plc MKM Longboat Multi-Strategy Master Fund Ltd. Moore Capital Management, LLC acting as investment/asset Manager of Moore Macro Fund, L.P. Morgan Stanley & Co. International plc Morgan Stanley Canada Limited Morgan Stanley Capital Services Inc. Morgan Stanley Credit Products Ltd. Morgan Stanley Japan Securities Co., Ltd. MPS Capital Services, a bank belonging to MPS Banking Group. NATEUS nv National Australia Bank Limited National Bank of Canada Natixis Natixis Financial Products Inc. NewLands Financial Limited Nisswa Master Fund Ltd. by Pine river Capital Management L.P., its Investment Manager Nomura International plc Nomura Securities Co., Ltd. (Head Office) Nordea Bank Finland plc Norges Bank North Pole Capital Master Fund Northwest Specialty Global High Yield Bond Fund Northwest Specialty High Yield Bond Fund Nuveen Asset Management for and on behalf of Nuveen High Yield Bond Fund and Nuveen Short Duration Fund NWI Emerging Market Fixed Income Master Fund, Ltd NWI Explorer Global Master Fund, Ltd OFI Institutional Asset Management, Inc. acting as Investment Adviser or Sub-Adviser on behalf of the funds and accounts listed below: MassMutual FPD Alpha Backed-Notes Separate Account OFI Institutional Short Duration Fixed Income Fund, LLC OFI Institutional Alpha-Plus Fund, LP OFI Institutional Core Fixed Income Fund, LLC OppenheimerFunds, Inc. High Yield Fixed Income Separate Account Bright Start College Savings Trust- Core Plus Fixed Income Portfolio Bright Start College Savings Trust - Principal Protection Income Fund Essex Regional Retirement System Separate Account – Core Fixed Income Portfolio OGI Associates LLC managed by Weiss Multi-Strategy Advisers OppenheimerFunds, Inc., acting as Investment Adviser or Sub-Adviser on behalf of the funds and accounts listed below: Oppenheimer Champion Income Fund Oppenheimer Strategic Income Fund Oppenheimer Balanced Fund Oppenheimer Strategic Bond Fund/VA Oppenheimer Core Bond Fund Oppenheimer Capital Income Fund Panorama Total Return Fund/VA Oppnenheimer Core Bond Fund/VA Oppenheimer High Income Fund/VA 14 30047-00682 NY:4046311.3
  15. 15. Pacific Select Multi-Strategy Portfolio Oppenheimer Balanced Fund/VA Oppenheimer SMA Core Bond Fund ING Oppenheimer Strategic Income Portfolio MassMutual Premier Strategic Income Fund Ortelius Finance Public Limited Company by ING Alternative Asset Management LLC Österreischische Volksbanken-Aktiengesellschaft Pacific Investment Management Company LLC, acting as Investment manager on behalf of its various accounts Palomino Fund Ltd Parkcentral Global Hub Limited by Parkcentral Capital Management, L.P., its investment advisor Paulson Advantage Plus Master Ltd. Paulson Credit Opportunities Master Ltd. Paulson Credit Opportunities Master II Ltd. Paulson Enhanced Ltd. Paulson International Ltd. Paulson Partners L.P. Paulson Partners Enhanced, L.P. PB Institutional Limited Partnership Pentwater Credit Partners Fund Ltd. Platinum Grove Contingent Capital Master Fund Ltd. PNC Bank, National Association Polygon Global Opportunities Master Fund by Polygon Investment Partners LLP, its investment manager Prime Square CDO Limited by Primus Asset Management, Inc, its Portfolio Manager Primus Financial Products, LLC by Primus Asset Management, Inc., its Asset Manager Primus Managed PRISMs 2004-1 Ltd. by Primus Asset Management, Inc., its Credit Risk Investment Advisor Pru Alpha Fixed Income Opportunity Master Fund I, L.P. by Pru Alpha Partners LLC, its general partner and Prudential Investment Management, Inc., its sole member Prudential Global Funding LLC THE PUTNAM ADVISORY COMPANY, LLC, acting on behalf of each fund and account listed in a related Governing Master Agreement between such fund or account and another Party and with respect to which it has entered into and confirmed a Covered Transaction under the related Governing Master Agreement PUTNAM FIDUCIARY TRUST COMPANY, acting on behalf of each fund and account listed in a related Governing Master Agreement between such fund or account and another Party and with respect to which it has entered into and confirmed a Covered Transaction under the related Governing Master Agreement PUTNAM INVESTMENT MANAGEMENT, LLC, acting on behalf of each fund and account listed in a related Governing Master Agreement between such fund or account and another Party and with respect to which it has entered into and confirmed a Covered Transaction under the related Governing Master Agreement Pyramis Short Duration Commingled Pool, a portfolio of the Pyramis Group Trust for Employee Benefit Plans by Pyramis Global Advisors Trust Company, as Trustee Q Opportunity Fund, Ltd. by Amalgamated Gadget, L.P., as Investment Manager and by Scepter Holdings, Inc., its General Partner Quantum Partners LDC Queensland Investment Corporation Quintessence Fund LP, by its general partner QVT Associates GP LLC QVT Fund LP, by its general partner QVT Associates GP LLC Reams Asset Management on behalf of the list of funds attached to its signature page Regions Bank 15 30047-00682 NY:4046311.3
  16. 16. Reliastar Life Insurance Company by ING Investment Management LLC, its Agent Reliastar Life Insurance Company of New York by ING Investment Management LLC, its Agent Restoration Capital Management LLC for an on behalf of Restoration Holdings Ltd. and HFR DS Restoration Master Trust Rothorn Fund Limited Rothschild & Cie Gestion acting on behalf of Elan Euro Signatures 1-3 Royal Bank of Canada The Royal Bank of Scotland plc S.A.C. Arbitrage Fund, LLC Security Life of Denver Insurance Company by ING Investment Management LLC, its Agent SGAM AI STARWAY SPC - SGAM AI STARWAY ALPHADYNE FUND Shell Pensions Trust Limited as trustee of Shell Contributory Pension Fund duly represented by shell Asset Management Company B.V. Shinsei Bank, Limited SMBC Capital Markets Limited Société Générale Solent Credit Opportunities Master Fund Standard Chartered Bank Standard Pacific Asymmetric Opportunities Master Fund, Ltd. by Standard Pacific Capital, LLC its Investment Manager Standard Pacific Credit opportunities Master Fund, Ltd. by Standard Pacific Capital, LLC its Investment Manager State Board of Administration acting on behalf of the Florida Retirement System Trust Fund Stichting Shell Pensioenfonds duly represented by shell Asset Management Company B.V. Storebrand Luxembourg S.A. on behalf of Storebrand Investment Fund acting for the sub-fund Storebrand Active Credit Fund Swiss Re Financial Products Corporation T. Rowe Price Associates, Inc., in its capacity as investment manager. Each of the T. Rowe Price registered investment companies listed: T. Rowe Price Balanced Fund, Inc.; T. Rowe Price Corporate Income Fund, Inc.; T. Rowe Price Equity Series, Inc. T. Rowe Price Personal Strategy Balanced Portfolio T. Rowe Price Fixed Income Series, Inc. T. Rowe Price Limited-Term Bond Portfolio T. Rowe Price Institutional Income Funds, Inc. T. Rowe Price Institutional Core Plus Fund T. Rowe Price New Income Fund, Inc. T. Rowe Price Personal Strategy Funds, Inc. T. Rowe Price Personal Strategy Balanced Fund T. Rowe Price Personal Strategy Growth Fund T. Rowe Price Personal Strategy Income Fund T. Rowe Price Short-Term Bond Fund, Inc. T. Rowe Price Short-Term Income Fund, Inc. Taconic Capital Partners 1.5 LP Taconic Master Fund 1.5 LP Taconic Opportunity Fund LP Taconic Opportunity Master Fund LP Taishin International Bank Tamalpais Global Partners Master Fund, LLC Tamalpais Global Partners Master Fund, LP Tamalpais Global Partners Master Fund, LTD 16 30047-00682 NY:4046311.3
  17. 17. Thoroughbred Fund LP Thoroughbred Master Ltd Tiden Core Master Fund Limited Tiden Destiny Master Fund Limited The Toronto-Dominion Bank Trafalgar Recovery Fund TRG Global Opportunity Master Fund Ltd. TRG Local Currency Opportunity Master Fund Ltd. Tricadia Distressed and Special Situations Master Fund, Ltd. Tudor Investment Corporation for and on behalf of The Tudor BVI Global Portfolio L.P.; The Raptor Global Portfolio Ltd.; The Altar Rock Fund L.P.; Tudor Futures Fund; Tudor Family Fund II LLC; Tudor Global Emerging Markets Portfolio L.P. and Tudor Global Emerging Markets Credit Portfolio L.P. UBS AG UBS Fund Management (Switzerland) AG UBS Global Asset Management (Americas) Inc. acting in the capacity as defined in the related Governing Master Agreement or Confirmation to the Covered Transaction on behalf of the entity listed in such Governing Master Agreement or Confirmation" UBS Global Asset Management (UK) Ltd. acting on behalf of each fund or account listed in the relevant Governing Master Agreement between UBS Global Asset Management (UK) Ltd, acting as agent, and any other Party listed in Schedule 1 hereto" UBS Limited UBS Bond Fund Management Company S.A. in its capacity as the Management Company of the UBS (Lux) Bond Fund UBS Focused Fund Management Company S.A. in its capacity as the Management Company of the Focused Fund UBS Institutional Fund Management Company S.A. in its capacity as the Management Company of the UBS (Lux) Institutional Fund UBS Medium Term Bond Fund Management Company S.A. in its capacity as the Management Company of the UBS (Lux) Medium Term Bond Fund UBS Strategy Fund Management Company S.A. in its capacity as the Management Company of the UBS (Lux) Strategy Fund UBS (Lux) Bond Sicav UBS (Lux) Strategy Sicav UBS (Lux) Strategy Xtra Sicav UBS (Lux) Institutional Sicav UBS (Lux) Key Selection Sicav UBS (Lux) Sicav 2 Focused Sicav Wachovia Bank, National Association Wave Master Fund, LP Weiss Multi-Strategy Partners LLC managed by Weiss Multi-Strategy Advisers LLC Wells Fargo Bank, N.A. Wells Fargo Bank, National Association, (as Owner Trustee for Bluestone Trust) Wells Fargo & Company WestLB AG WGZ Bank AG Westdeutsche Genossenschafts-Zentralbank Woori Investment & Securities YB Institutional Limited Partnership Zürcher Kantonalbank 17 30047-00682 NY:4046311.3
  18. 18. 18 30047-00682 NY:4046311.3
  19. 19. Document comparison done by DeltaView on Monday, September 29, 2008 11:27:45 AM Input: Document 1 PowerDocs://NY/4046311/3 Document 2 PowerDocs://NY/4102700/3 Rendering set Standard Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 15 Deletions 437 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 452

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