PROOF OF CLAIM

r.fnited States Bankruptcy Court/Southern District ofNeJj) York Lehman-Brothers Holdings Claims Processing Cenrer: - ... - .-.c/o Epiq Bankruptcy Solutions, LLC

FDR Station, P.O. Box 5076

New York, NY 10IS{l-5076

Lehman Brothers Holdings Inc., et al.

Debtors.

Chapter II

Case No. 08-13555 (JMP) (Jointly Administered)

UNIQUE IDENTIFICA nON NUMBER: 888025320

InRe:

Case No. of Debtor 08-13888 (JMP)

Name of Debtor Againsl Which Claim is Held

LEHMAN BROTHERS SPECIAL FINANCING INC.

NOTE: This form should not be used to make a claim for an administrative expense arising after the commencement of the casco A request for payment of an administrative expense may be filed pursuant to II U.S.C. § 503. Additionaly, this form should not be used to make a claim for Lehman Programs Securities (Sec definition on reverse side.)

THIS SPACE IS FOR COURT USE ONLY

from above)

o Check Ihis box if you arc aware thai anyone else has filed. proof of claim relating to your claim. Attach copy of statement giving particulars.

o Check Ibis box if you are Ibe debtor or trustee in this casco

EPla BANKRUPTCY SOLUnONS, llC

CLAIM:

Your Claim is scheduled by the indicated Debtor as:

111111/111111111111111111111111 \ .. ---.

Name and address of Creditor: (and name and address where notices should be sent if different from Creditor)

LBH (MERGE' DBF SCHED NO] SCHEDULE #: 888025320·· .. • Brothers Internationar (Europe) (in administration)

Street

o Chock this box to indicate that this claim amends a previously filed claim.

Court Claim

Number: . .....,. _

(Ifknown)

$5,758,866,858.03 UNSECURED UNLIQUIDATED

DESCRJPTION:

I/CPAYABLE

Filed on: _

Address:

5. Amount of Claim Entitled to Priority under 11 U.S.C. §507(a). If any portion of your claim falls In one of the following categories, check the box and state the amount.

1. Amount of Claim as ofDate Case Filed: $ not less than USD 23,718,197,173.00

Ifal! or part of your claim is secured, complete Item 4 below; however, if all of your claim is unsecured, do not complete item 4.

Ifall or part of your claim is entitled to priority, complete Item 5.

Ifall or part of your claim qualifies as an Administrative Expense under II U.S.C. §503(b)(9), complete Item 6.

[29 . Check this box if all or part of your claim is based on a Derivative Contract. *

o Check this box if all or part of your claim is based on aGuarantee. *

"IF YOUR CLAIM IS BASED ON AMOUNTS OWED PURSUANT TO EITHER A DERIVATIVE CONTRACT OR A GUARANTEE OF A DEBTOR, YOU MUST ALSO LOG ON TO http://www.lehman-claims.com AND FOLLOW THE DIRECTIONS TO COMPLETE THE APPLICABLE .QUESTIONNAIRE AND UPLOAD SUPPORTING DOCUMENTATION OR YOUR CLAIM WILL BE DISALLOWED.

129 Check this box if claim includes interest or other charges in addition to the principal amount of the claim. Attach itemized statement of interest or additional charges. Attach itemized statement of interest or charges to this form or on http://www.lehman-ciaims.comifciaim is a based on a Derivative Contract or Guarantee. SEE ATTACHED

. Specify the priority of the claim:

. 0 Domestic support obligations under ! I U.S.c. § 507(a)(I)(A) or (a)(I)(B).

o Wages, salaries or commissions (up to $10,950). earned within 180 days before filing of the bankruptcy petition or cessation of the debtor's business, whichever is earlier - II U.S.C. § 507(a)(4).

[J Contributions to an employee benefit plan - II U.S.C. § 507(a)(5).

o Up to $2,425 of deposits toward purchase, lease, or rental of property or services for personal, family, or household use - II U.S.C. § 507(a)(7).

o Taxes or penalties owed to governmental units - II U.S.C. § 507(a)(8).

O·Other =Spccify applicable paragraph of II U.S.C. § S07(a)(__).

2.

3. Last four digits of any number by which creditor identifies debtor: _

3a. Debtor may have scheduled account as: _

4. Secured (See instruction #4 on reverse Check the appropriate box if your claim is secured by a lien on property or a right of setoff and provide the requested information.

Nature of property or right of setoff: -0 Real Estate 0 ·M~t; '~hicl; ~ 6t~r~

Describe: see attached

Value of Property: 3) Annual Interest Rate %

Amount of arrearage and other charges as of time case filed included in secured claim, if any:

$ Basis for perfection:

attached AmountUnsecurcd:$see attached

Amount entitled to priority:

$._-----

an Administrative Expense under 11 U.S.C. §503(b)(9): $. ,-

6.

7. Credits: The amount ofal! payments on th

8. Documents: Attach redacted copies of any orders, invoices, itemized statements of running Attach redacted copies. of documents providing on reverse side.) )f the documents are volumino DO NOT SEND ORIGINAL DOCUMENTS. SCANNING.

Ifthe documents are not available, 'please explai

of claim, rchase ents. 'redacted"

Filed: USBC· Southern District of New York lehman Brothers Holdings Inc., Et AI.

08-13555 (JMP) 0000021530

1111/111111 11111 1111111111 1111I

fER

SEP 2 1 2009

this claim must sign it. Sign and print name and title, if any, of the creditor or other claim and state address and telephone number if different from the notice address

I

'/-.- .. -,

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LBIE_LBSF

ATTACHMENT TO CLAIM OF LEHMAN BROTHERS INTERNATIONAL (EUROPE) (IN ADMINISTRATION)

1. Lehman Brothers International (Europe) (in administration) (including all of its international branches, "LBIE"), acting through one of Steven Anthony Pearson, Anthony Victor Lomas, Michael John Andrew Jervis or Dan Yoram Schwarzmann (together, the "Administrators" and each an "Administrator") as agents for LBIE and without personal liability, hereby files this claim (the "Claim") against Lehman Brothers Special Financing Inc. ("LBSF"), a wholly-owned, indirect subsidiary of Lehman Brothers Holdings Inc. ("LBHI" and, together with its direct and indirect subsidiaries, the "Lehman Group"), case number 08-13888 (JMP) (the "Bankruptcy Proceeding") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). LBIE files this Claim in connection with the Bar Date, as defined in the Bar Date Order entered July 2, 2009 by the Bankruptcy Court, for the purpose of preserving its rights under title 11 of the United States Code (the "Bankruptcy Code"). This Claim, including, without limitation, each of the values identified herein and in any supportingworkpapers attached hereto,. has been calculated to the best of the Administrators' knowledge in reliance on LBIE's books and records as of the date of this filing and as qualified in every respect as set forth in greater detail herein. LBIE reserves the right to supplement, amend or correct the claim population and each claim value or value placeholder reported in this Claim.

I. BACKGROUND

2. LBIE (an unlimited company incorporated in England and Wales with registered number 02538254) was the principal trading company of the Lehman Group in Europe. LBIE's business involved the global provision of a wide range of financial services and products, including trading and broking, equity and fixed income instruments and financial derivatives. LBSF was a member of the Lehman Group in the United States. LBSF specialized in a range of financial products including a variety of derivative products. LBSF and LBIE functioned as part of an integrated, international financial group whose businesses were closely intertwined.

3. On September 15, 2008, LBIE was placed into administration by order of the High Court of England and Wales (the "Administration Date"). On October 3, 2008, LBSF filed for bankruptcy protection in the Bankruptcy Court pursuant to chapter 11 of the Bankruptcy Code (the "Filing Date").

II. DESCRIPTION OF CLAIM

4. LBIE and LBSF had a complex financial intercompany relationship, which has resulted in a debt being owed by LBSF to LBIE. This Claim is comprised of numerous underlying transactions and intercompany debts owed by LBSF to LBIE and debts owed by LBIE to LBSF.

5. The transactions and debts broadly fall into the following categories: (i) derivative transactions; (ii) failed and pending trades; (iii) transactional setoffs; (iv) financing transactions; (v) general intercompany account; and (vi) other claims. LBIE estimates that the aggregate intercompany balance owing to LBIE from LBSF, subject in all respects to LBIE's reservation of rights and the further discussion as set forth herein, is not less than USD 23,718,197,173, as displayed in Exhibit A.

LBIE_LBSF

A. DERIVATIVES

6. In the ordinary course of its business, LBIE entered into a number of derivative transactions (the "Derivative Transactions") with LBSF pursuant to ISDA Master Agreements, corresponding Credit Support Annex where applicable, and related side letter.

7. LBIE entered into certain of the Derivative Transactions with LBSF pursuant to that certain ISDA Master Agreement, Schedule and Credit Support Annex dated as of March 13, 1990, as amended and supplemented from time to time (the "1990 ISDA Master"), a copy of which is attached hereto as Exhibit B. LBIE and LBSF entered into certain other of the Derivative Transactions pursuant to a separate ISDA Master Agreement, Schedule and Credit Support Annex dated as of June 8, 2005, as amended and supplemented from time to time (the "2005 ISDA Master"), a copy of which is attached hereto as Exhibit C. LBIE Seoul Branch and LBSF also entered into certain other of the Derivative Transactions pursuant to a separate ISDA Master Agreement and Schedule dated as of March 25, 2005, as amended and supplemented from time to time (the "2005 Seoul ISDA Master"), a copy of which is attached hereto as Exhibit 0 (and together with the 1990 ISDA Master and the 2005 ISDA Master, the "ISDA Masters"). In addition, LBIE and LBSF entered into a side letter dated July 24, 2006 (the "Side Letter"). The Side Letter related to transactions (including those under the ISDA Masters) between LBIE and LBSF for which LBIE had corresponding offsetting transactions (the "Client Transaction") on directly corresponding terms with a client (the "Client"). The Side Letter provided for LBSF and LBIE to adopt close-out mechanics as set forth therein with the intent that any and all client counterparty risk incurred by LBIE would be passed through to LBSF. A copy of the Side Letter is attached hereto as Exhibit E.

8. By letter dated December 12, 2008, LBSF purported to notify LBIE that an event of default had occurred under the terms of the 1990 ISDA Master and purported to designate December 12, 2008 as the Early Termination Date in respect of all outstanding Derivative Transactions in accordance with the terms of the 1990 ISDA Master. A copy of this letter is attached hereto as Exhibit F. By letter dated December 12, 2008 (and together with the 1990 ISDA Master termination letter dated December 12, 2008, the "Derivative Termination Notices"), LBSF purported to notify LBIE that an event of default had occurred under the terms of the 2005 ISDA Master and purported to desiqnate December 12, 2008 as the Early Termination Date (unless superseded by the Side Letter) in respect of all outstanding Derivative Transactions in accordance with the terms of the 2005 ISDA Master. A copy of this letter is attached hereto as Exhibit G. LBIE makes no admission at this stage as to the validity of the Derivative Termination Notices or any of their contents or other communication(s) relating to this matter received from LBSF and reserves its rights to challenge the validity of the Derivative Termination Notices and Early Termination Dates set forth therein. Pursuant to the provisions of the 2005 SeoullSDA Master, an Automatic Early Termination was to be triggered immediately upon the occurrence of certain events, including but not limited to, LBIE going into administration. LBIE makes no admission at this stage as to the validity of any termination purported to have occurred pursuant to the Automatic Early Termination or any other provisions of the 2005 Seoul ISDA Master as set forth therein and reserves its rights to challenge the validity of any such purported termination.

9. Pursuant to the terms of the ISDA Masters as amended by the Close Out Multilateral Agreement dated August 29, 2008 (attached hereto as Exhibit H) and the Side Letter (and without prejudice to LBIE's reservation of rights as set out herein), LBIE asserts that LBSF is obligated to pay LBIE not less than USD 21,977,610,557 with respect to the Derivative Transactions, as set forth in greater detail in the schedule (the "House Valuation") attached as Exhibit I (such amount, together with the

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amount set forth in the next 2 paragraphs, the "Derivative Claim"). Among other things, the House Valuation contains a list of all Derivative Transactions that LBIE has identified per LBIE's books and records. LBIE reserves the right to supplement and amend the House Valuation to reflect additional information uncovered by the Administrators in connection with their continuing reconciliation and investigation of LBIE's books and records. As LBSF asserted that LBIE was the defaulting party (and LBIE reserves all rights with respect to this assertion), and LBSF was the terminating party, LBSF was obligated to produce a valuation statement for the ISDA Masters in a reasonable amount of time. LBIE has not yet received from LBSF the requisite valuation statements. LBIE reserves all of its rights in respect of such a breach. The Derivative Claim represents the net amount owed to LBIE after offsetting the gross amount owed by LBIE to LBSF against the gross amount owed by LBSF to LBIE under the Derivative Transactions in accordance with mid-market valuations calculated by LBIE, the Administrators and/or third parties, and as permitted, without limitation, under sections 555, 556, 559, 560, 561, 362(b)(6), 362(b)(7), 362(b)(17) and 362(b)(27) of the Bankruptcy Code. Amounts will include but not be limited to market values, collateral, cash events and default interest. With respect to the 2005 ISDA Master, valuations include cash receipts as they are calculable as of the date of this Claim. Such calculations are neither calculable nor estimable at this time with respect to the 1990 ISDA Master or the 2005 Seoul ISDA Master, and as such, the corresponding valuations do not include the effect of cash receipts.

10. As per the Side Letter, LBIE passed the risk of the derivative transactions between LBIE and the Client to LBSF. As stated in the Side Letter, it was the "intent of LBIE and LBSF that LBIE should not accept market risk or counterparty credit risk under any Client Transaction, and that all risks under Client Transactions should be passed to LBSF under the "Intercompany Transactions"" (as defined in the Side Letter). Consequently, any amount that LBIE is obliged to pay to the Client on termination or close-out of the transaction or master agreement between LBIE and that Client (whether prior to, on or following the Filing Date) represents a debt owing by LBSF to LBIE whether by inclusion within the amount payable as a termination payable pursuant to the 1990 ISDA Master and/or 2005 ISDA Master and/or 2005 Seoul ISDA Master or otherwise. LBIE has suffered and/or will suffer a loss with respect to those trades with Clients that have yet to be terminated. However, the amount of such loss cannot be reasonably calculated or estimated at this time.

11. In addition to the claim amounts set forth above, LBIE also asserts a claim for (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the Derivative Transactions pursuant to the terms of the governing ISDA Masters and (ii) all costs including but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any such costs in connection with the preparation and prosecution of this Claim), and for otherwise enforcing or preserving LBIE's rights and remedies as per the terms of the governing ISDA Masters. The total amount of such interest and/or such costs cannot, at this time, be reasonably calculated or estimated. LBIE does not waive its rights to any and all such interest and/or any and all such costs including attorneys' fees in any amount by not stating a specific figure therefore at this time.

12. For the purposes of the Derivative Claim, LBIE has made certain assumptions as to the mapping of derivatives transactions to the relevant ISDA Master. LBIE reserves the right to reconsider and, where relevant, amend such mapping should new information become available.

13. LBIE reserves the right to supplement and amend the Derivative Claim in all respects as it

continues to reconcile its books and records.

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LBIE_LBSF

B. FAILED TRADES AND PENDING TRADES

14. Failed trades are purchases or sales of securities, repo transactions or stock loans or borrows entered into between LBIE and LBSF prior to the insolvency of the Lehman Group but that were not settled successfully. The contractual settlement date for each of these transactions entered into between LBIE and LBSF occurred prior to the Administration Date. As a result of failed trades, securities or cash that should have been transferred from LBSF to LBIE or from LBIE to LBSF have not been transferred.

15. In addition to the failed trades outlined above, LBIE has claims in relation to certain pending trades. Such trades comprise the outright purchase and sale of securities that had been agreed between LBIE and LBSF for which the contractual settlement date had not occurred prior to the Administration Date. Consequently, the parties had agreed to buy or sell securities, but neither cash nor securities were exchanged prior to the Administration Date.

16. The aggregate amount of the respective claims attributable to failed and pending trades is USD 1,505,879,299, which sum is made up of both net and gross amounts. Evidence in support of this figure and how it is constituted is attached as Exhibit J, which lists the relevant failed trades (including those that have been calculated on a net basis and those that have been calculated on a gross basis) and the relevant pending trades (including those that have been calculated on a net basis and those that have been calculated on a gross basis). In the case of amounts that are stated to be net in Exhibit J, such amounts represent the movement in the value of securities between the trade date and the settlement date. In the case of amounts that are stated to be gross in Exhibit J, such amounts represent the value of the cash or the securities receivable by LBIE on the settlement date. Amounts owing to LBIE from both the failed and pending trades are referred to herein as the "Failed and Pending Trades Claim."

17. In addition to the claim amounts set forth above, LBI E also asserts a claim for (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the Failed and Pending Trades Claim where applicable pursuant to the terms of the governing agreements and (ii) all costs including but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any such costs in connection with the preparation and prosecution of this Claim), and for otherwise enforcing or preserving LBIE's rights and remedies as per the terms of the governing agreements. LBIE does not waive its rights to any and all such interest and/or any and all such costs including attorneys' fees in any amount by not stating a specific figure therefore at this time

18. LBIE reserves the right to supplement and amend the Failed and Pending Trades Claim in all

respects as it continues to reconcile its books and records.

C. TRANSACTIONAL SETOFFS

. 19. Members of the Lehman Group engaged in numerous and a wide variety of transactions both

among themselves and with third parties. Some of these transactions are subject to contracts and/or circumstances howsoever arising that may result in a counterparty (whether a member of the Lehman Group or otherwise) (i) seeking to setoff an amount the counterparty owes to LBIE; or (ii) asserting a lien or other right over assets in or to which LBIE has a proprietary claim (including without limitation a beneficial interest under a trust), against some or all of an amount owing to the counterparty or an affiliate of that counterparty by a member of the Lehman Group (e.g., LBSF). LBIE will be subrogated

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to such counterparty's rights against LBSF or otherwise have a claim against LBSF in connection with such setoff (the "Transactional Setoffs Claim"). As of the date of this Claim, LBSF owes LBIE not less than USD 221,489,816 in connection with the Transactional Setoffs Claim. A Schedule supporting the Transactional Setoffs Claim is attached hereto as Exhibit K. The values included in Exhibit K are based on the respective counterparty valuations as opposed to any determined or agreed upon valuations, and are therefore subject to change.

20. Until all claims as between all members of the Lehman Group and other parties are reconciled, and because not all setoffs may have occurred or liens or other rights may have been asserted prior to the filing of this Claim, the total amount LBSF owes to LBIE as a result of any such successful setoff or assertion of a lien or other right cannot be reasonably calculated or estimated. LBIE does not waive its rights to any and all amounts owing to LBIE as a result of the Transactional Setoffs Claim by not stating a specific figure at this time.

21. In addition, LBIE also asserts a claim for (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the Transactional Setoffs Claim where applicable pursuant to the terms of the relevant governing contracts and (ii) all costs including but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any and all such costs in connection with the preparation and prosecution of this Claim), or for otherwise enforcing or preserving LBIE's rights and remedies where applicable pursuant to the terms of the relevant governing contracts. The total amount of such interest and/or such costs cannot, at this time, be reasonably calculated or estimated. LBIE does not waive its rights to any and all such interest and/or any and all such costs including attorneys' and other professional fees in any amount by not stating a specific figure at this time. .

22. LBIE had relationships (whether contractual or otherwise) with a number of counterparties who (i) provide custodian services to, and/or (ii) hold cash and/or assets (in any capacity) for or on behalf of, LBIE and/or clients of LBIE (the "Relationship Counterparties"). Members of the Lehman Group engaged in numerous and a wide variety of transactions with such Relationship Counterparties which may be subject to contracts and/or circumstances howsoever arising that may result in a Relationship Counterparty (i) seeking to setoff an amount the Relationship Counterparty or any of its affiliates owes to LBIE; or (ii) asserting a lien or other right over cash and/or assets in or to which LBIE has a proprietary claim (including without limitation a beneficial interest under a trust), against some or all of an amount owing to the Relationship Counterparty or its affiliates by a member of the Lehman Group (e.g., LBSF) (in either case, "Relationship Counterparty Setoff').

23. Certain Relationship Counterparties have retained or otherwise withheld (i) cash and/or assets held by such Relationship Counterparty or its affiliates on behalf of LBIE and/or clients of LBIE, and/or (ii) payments due by such Relationship Counterparty or its affiliates to LBIE and/or clients of LBIE (together, the "LBIE RC Assets"). Without prejudice to the generality of this Claim, in the event that a Relationship Counterparty seeks to assert Relationship Counterparty Setoff in respect of LBIE RC Assets, LBIE reserves the right to supplement and amend the Transactional Setoffs Claim to account for such Relationship Counterparty Setoff.

24. Attached hereto at Exhibit L is a schedule detailing the Relationship Counterparties and the approximate amount of the LBIE RC Assets. LBIE reserves the right to supplement and amend Exhibit L in all respects as it continues to reconcile its books and records

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LBIE_LBSF

25. LBIE reserves the right to supplement and amend the Transactional Setoffs Claim in all respects as it continues to reconcile its books and records and/or as it is notified of any such setoffs having been undertaken or liens or other rights having been asserted.

D. FINANCING

26. LBIE and LBSF entered into a large number of financing trades, including without limitation: (i) repos (or reverse repos) and buy/sell back transactions where one party purchased securities from the other and the other party agreed to repurchase the securities at a later date at a pre-agreed price (such transactions, the "Repo Transactions"); (ii) stock loans or borrows, pursuant to which securities were transferred by one party to the other in return for cash collateral and an undertaking to re-deliver the same number of the same issue of securities at a future date and a stock lending fee for the use of the securities (such transactions, the "Stock Loan Transactions"); and (iii) RASCALS transactions (as defined below) and other similar transactions (together with the Stock Loan Transactions and the Repo Transactions, the "Financing Transactions"). LBIE entered into Repo Transactions with LBSF pursuant to that certain Global Master Repurchase Agreement by and between LBSF and LBIE dated October 8, 2003, as amended and supplemented from time to time ("GMRA"), attached hereto as Exhibit M. LBIE entered into Stock Loan Transactions with LBSF pursuant to that certain Global Master Securities Lending Agreement dated as of September 25, 2003, as amended and supplemented from time to time (the "GMSLA"), attached hereto as Exhibit N. LBIE entered into RASCALS transactions (as defined below) with LBSF pursuant to that certain Multi-party Repurchase Agreement by and between LBSF and LBIE dated November 15, 1996, as amended and supplemented from time to time (the "RASCALS Agreement"), attached hereto as Exhibit O.

27. As LBSF is aware, since the Administration Date, LBIE has not had access to all shared data, IT systems and resources that it previously relied upon in order to monitor and record its and its clients' trading positions. Accordingly, LBIE has, for the purpose of this Claim, relied primarily upon its internal record-keeping system, including without limitation, ITS, to reconcile its accounts and determine its holdings. LBIE understands that certain Financing Transactions may have been recorded on MTS, a record keeping system owned by Barclays Capital, which was historically maintained by Lehman Brothers Inc. ("LBI"), or other systems or record-keeping information rather than on ITS. LBIE reserves the right to supplement and amend the population of Financing Transactions and the Financinq Claim (defined below) to reflect any and all Financing Transactions recorded in MTS or in other sources of information.

28. According to LBIE's records, LBSF owes LBIE not less than USD 13,217,501 in connection with the Financing Transactions as set forth in greater detail below. LBIE reserves its rights to amend the population and valuation of the Financing Transactions in all respects, including but not limited to any corrections to accrued coupon for the period to the valuation date.

(i) Repo Transactions

29. LBIE entered into Repo Transactions with LBSF under the GMRA. With respect to the Repo Transactions, in some instances LBIE purchased equity and/or debt securities from LBSF and LBSF agreed to repurchase these equity and/or debt securities at a later date at a pre-agreed price; in other instances, LBSF purchased equity and/or debt securities from LBIE and LBIE agreed to repurchase these equity and/or debt securities at a later date at a pre-agreed price. In each case, title to the securities was transferred to the purchaser from the seller. The cash element was recorded on the balance sheet as an intercompany payable/receivable.

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LBIE_LBSF

30. By letter dated September 18, 2008, LBSF purported to notify LBIE that an event of default had occurred under the terms of the GMRA and that LBSF reserved its rights thereunder. A copy of this letter is attached hereto as Exhibit P.

31. LBIE makes no admission at this stage as to the validity or contents of any termination notice provided in respect of any Repo Transaction(s) or any other communication relating to this matter received from LBSF and reserves its rights to challenge the validity of any termination notice.

32. According to LBIE's records, LBSF owes LBIE not less than USD 13,217,501 with respect to the Repo Transactions as set forth in greater detail in the schedule attached hereto as Exhibit Q. LBIE reserves all rights of setoff, recoupment and netting in accordance with the terms of the GMRA and as permitted, without limitation, under sections 555, 556, 559, 560, 561, 362 (b)(6), 362(b)(7), 362(b)(17) and 362(b)(27) of the Bankruptcy Code.

33. In addition to the claim amount set forth above, LBIE also asserts its rights to the extent applicable under the GMRA with respect to a claim for (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the Repo Transactions, (ii) the value of all corporate actions and events (whether actual or manufactured), including but not limited to interest payments on bonds or dividends receivable on equities, occurring after the Filing Date in respect of equity and/or debt securities that are the subject of the Repo Transactions, and (iii) all costs including but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any such costs in connection with the preparation and prosecution of this Claim), and for otherwise enforcing or preserving LBIE's rights and remedies pursuant to the GMRA.

(ii) Stock Loan Transactions

34. LBIE entered into Stock Loan Transactions with LBSF under the GMSLA. With respect to the Stock Loan Transactions, in some instances LBIE loaned, equity and/or debt securities to LBSF in return for an undertaking of LBSF to (i) re-deliver the same amount of equivalent securities at a future date and (ii) pay a stock lending fee for the loan of the equity and/or debt securities and/or an amount equal to any income paid in relation to any loaned securities; in other instances, LBIE borrowed equity and/or debt securities from LBSF pursuant to the same terms.

35. By letter dated September 18, 2008, LBSF purported to notify LBIE that an event of default had occurred in respect of the GMSLA and that LBSF was terminating all outstanding loans under the agreement as of September 18, 2008 (the "Stock Loan Termination Notice"). A copy of this Stock Loan Termination Notice is attached hereto as Exhibit R.

36. LBIE makes no admission at this stage as to the validity of the Stock Loan Termination Notice or

any of its contents or any other communication relating to this matter received from LBSF.

37. According to LBIE's records, there is currently no amount owing to LBIE by LBSF with respect to the Stock Loan Transactions. LBIE nonetheless submits a claim with respect to the Stock Loan Transactions (the "Stock Loan Claim"). In the event that LBIE's records are incorrect or incomplete for reasons currently unknown to the Administrators and/or that new or corrected information results in the current balance becoming a receivable to LBIE, the Administrators will seek to amend the Stock Loan Claim accordingly.

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LBIE_LBSF

38. LBIE reserves all rights of setoff, recoupment and netting in accordance with the terms of the GMSLA and as permitted, without limitation, under sections 555, 556, 559, 560, 561, 362(b)(6), 362(b)(7), 362(b)(17) and 362(b)(27) of the Bankruptcy Code.

39. LBIE also reserves its rights with respect to (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the Stock Loan Transactions pursuant to the GMSLA, (ii) the value of all corporate actions and events (whether actual or manufactured), including but not limited to interest payments on bonds or dividends receivable on equities, occurring after the Filing Date in respect of securities subject to the Stock Loan Claim, and (iii) all costs included but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any such costs in connection with the preparation and prosecution of this Claim), and for otherwise enforcing or preserving LBIE's rights and remedies pursuant to the GMSLA.

(iii) RASCALS Transactions

40. LBIE also entered into certain repo and stock loan transactions with LBSF subject to a process known as Regulation and Administration of Safe Custody and Local Settlement ("RASCALS"). Until the commencement of its administration, LBIE undertook settlement activities for other members of the Lehman Group in relation to trades in certain securities. This was designed primarily to minimize, on cost and logistical grounds, the number of different members of the Lehman Group holding clearing house/depositary accounts through which securities trades were settled.

41. In particular, LBIE would buy, sell and settle securities with the market, and simultaneously entries were processed between LBIE and various affiliates (including LBSF) to reflect the securities position in those affiliates' (e.g., LBSF's) trading books. When securities were purchased in this way by LBIE, the trades with external counterparties were entered into by LBIE in its own name or explicitly for the account of LBIE. Even though LBIE was the one to contract with the external counterparty, the Lehman Group systems reflected that the economic risks and benefits in relation to such securities positions accrued to the affiliate in question (e.g., LBSF). The RASCALS process was developed in connection with these arrangements.

42. When securities were acquired and held by LBIE in the aforementioned manner, each business day the RASCALS process occurred with respect to all positions for those securities subject to the RASCALS process and shown in the trading books of the relevant affiliate (e.g., LBSF). This process resulted in the generation of corresponding accounting entries in the relevant Lehman Group IT systems for each security for both LBIE and the affiliate (e.g., LBSF). LBIE and LBSF entered into the RASCALS Agreement pursuant to which LBI E could enter into repo and stock loan transactions with LBSF. As referenced above, the RASCALS Agreement is attached hereto as Exhibit O. LBIE sent notice to LBSF terminating the RASCALS Agreement on June 22,2009, designating June 30,2009 as the Early Termination Date.

43. According to LBIE's records, there is currently no amount owing to LBIE by LBSF with respect to the RASCALS process. LBIE nonetheless submits this Claim with respect to the RASCALS process (the "RASCALS Claim"). Attached hereto as Exhibit S is a list of trades as between LBIE and LBSF under the RASCALS Agreement. In the event that LBIE's records are incorrect or incomplete for reasons currently unknown to the Administrators and/or that new or corrected information results in the current balance becoming a receivable to LBIE, the Administrators will seek to amend the RASCALS Claim accordingly.

8

LBIE_LBSF

44. LBIE reserves all rights of setoff, recoupment and netting in accordance with the terms of the RASCALS Agreement and as permitted, without limitation, under sections 555, 556, 559, 560, 561, 362(b)(6), 362(b)(7), 362(b)(17) and 362(b)(27) of the Bankruptcy Code.

45. The ownership of the securities subject to the RASCALS process is the subject of an application for directions pursuant to paragraph 63 of Schedule B1 of the Insolvency Act 1986 by the Administrators to the English High Court. The application was issued on July 16, 2009 and certain of LBIE's affiliates are respondents to the application. The application seeks to determine, among other things, the extent to which by reason of the operation of the RASCALS system, the relevant affiliates have any proprietary interest in relevant securities. LBSF is aware of these proceedings but has not yet decided whether to agree to be a respondent to such proceedings. The resolution of the ownership of securities subject to the RASCALS process may affect the amount of the RASCALS Claim and/or give rise to a further claim in respect of such matters.

46. LBIE also reserves its rights with respect to (i) the continuing accrual of interest after the Filing Date in respect of all obligations in connection with the RASCALS Transactions pursuant to the RASCALS Agreement, (ii) the value of all corporate actions and events (whether actual or manufactured), including but not limited to interest payments on bonds or dividends receivable on equities, occurring after the Filing Date in respect of equity and/or debt securities subject to the RASCALS Claim, and (iii) all costs including but not limited to attorneys' fees and/or other professional fees incurred after the Filing Date in collecting amounts due and owing to LBIE (including, without limitation, any such costs in connection with the preparation and prosecution of this Claim), and for otherwise enforcing or preserving LBIE's rights and remedies pursuant to the RASCALS Agreement.

E. GENERAL INTERCOMPANY ACCOUNT

47. LBIE had an intercompany account with LBSF. The intercompany account reflected the balances as between LBSF and LBIE as a result of a variety of intercompany transactions. Given the complexity of the historical intercompany business, it was usual in the past for LBIE and LBSF to reconcile the intercompany balances from time to time, and make balancing payments accordingly.

48. According to LBIE's records, the intercompany account (the "Intercompany Account") currently shows no amount owing to LBIE by LBSF. LBIE nonetheless submits a claim with respect to this intercompany account (the "General Intercompany Account Claim") on the basis that the Administrators continue to investigate the component elements of the Intercompany Account, and to verify the appropriateness of any netting that has been applied to the Intercompany Account. In the event that LBIE's records are incorrect or incomplete for reasons currently unknown to the Administrators and/or that new or corrected information results in the current balance becoming a receivable to LBIE, the Administrators will seek to amend the General Intercompany Account Claim accordingly.

49. LBIE hereby asserts and reserves all rights of setoff under applicable law and section 553 of the Bankruptcy Code. LBIE further asserts and reserves all rights of recoupment arising from its transactions with LBSF. Moreover, in accordance with section 506 of the Bankruptcy Code, LBIE hereby asserts that its claims against LBSF are secured to the extent of any such setoff rights. In addition, to the extent applicable, LBIE asserts a lien over assets in LBSF's custody for clients that are indebted to LBIE.

9

LBIE_LBSF

50. LBIE reserves the right to supplement and amend the General Intercompany Account Claim in all respects as it continues to reconcile its books and records, including but not limited to any effects to the Intercompany Account that may result from a successful challenge to the RASCALS Agreement as discussed above.

F. OTHER CLAIMS

51. This Claim is filed with full reservation of rights, including the right to assert additional, supplementary and/or amended proofs of claim based on events, information and/or documents obtained from the Lehman Group or otherwise through discovery or otherwise, and with full reservation of the rights and/or claims of LBIE against any party other than the Lehman Group entities in chapter 11 proceedings (the "Debtors"), including but not limited to affiliates of the Debtors.

52. The relationship between LBIE and LBSF was a complex one, pursuant to which the parties engaged in thousands of transactions, shared IT systems and other resources, and used complicated and detailed accounting policies to account for the complex transactions and flows of funds between them. In light of the circumstances of LBHl's bankruptcy filing, and the subsequent expedited sales both of significant LBHI assets and LBIE assets to third parties, LBIE does not have access to the IT systems, former employees and other resources necessary to identify all possible claims that LBIE may hold against LBSF.

53. Although the Bankruptcy Court has appointed an Examiner, the Examiner has not yet reported his findings and the Bankruptcy Court has not permitted parties in interest to participate in discovery of LBHI and its affiliates. Accordingly, LBIE cannot currently state with particularity each and every fact that may give rise to potential claims, the dollar amounts of such claims, and the legal theory or theories applicable to such claims.

54. Therefore, LBIE reserves all rights to assert (i) that assets or cash held by the Debtors is not property of the Debtors' estates; and (ii) additional claims, for damages or otherwise, that LBIE may have, whether known or unknown, against the Debtors, including without limitation claims under US or UK law based on (a) Breach of trust; (b) Conversion; (c) Deceit; (d) Fraud; (e) Negligence; (f) Negligent mis-statement; (g) Misrepresentation; (h) Breach of contract; (i) Indemnity; U) Contribution; (k) Transactions at an undervalue; (I) Transactions defrauding creditors; (m) Preferences; (n) Extortionate credit transactions; (0) Void floating charges; (p) Claims arising from shadow or de facto directorship, including for wrongful trading, fraudulent trading, misfeasance and/or breach of duty; (q) Other statutory offenses under the Insolvency Act 1986 (as amended) and/or the Companies Acts 1985 and 2006 (as amended); (r) Breach of fiduciary duty; (s) Defamation; (t) Infringement of intellectual property rights; (u) Breach of confidence; (v) Breach of statutory duty; (w) Procuring a breach of contract; (x) Unlawful interference; (y) Conspiracy (unlawful means or otherwise); (z) Unjust enrichment; (aa) Aiding and abetting; (bb) Other statutory offenses under the Bankruptcy Code and/or state law; (cc) Claims arising as a result 'of LBSF's vicarious liability for the acts or omissions of its officers and/or employees; (dd) Malicious falsehood; (ee) Procuring a breach of a statutory or equitable obligation; and (ff) any other Claims arising in equity or under common law or statute or by reason of breach of contract or in respect of any tortious or negligent act or omission.

55. LBIE reserves all rights with respect to the aforementioned causes of action, which may arise out of any number of relationship dynamics as between LBIE and LBSF or other factual bases (including as to the bases of this Claim), including but not limited to: (a) the sale by LBHI of certain of its assets to Barclays Capital; (b) the nature of the Lehman Group cash management process; (c)

10

LBIE_LBSF

transactions or other matters occurring between LBIE and LBI in the period shortly preceding the bankruptcy filings of the principal Lehman Group entities and which have had (individually or in the aggregate) a material impact on the intercompany balance between LBIE and LBI; (d) pre- and postadministration or bankruptcy transfer of funds into LBHI accounts; (e) intercompany balances; (f) preand post- administration transfer pricing arrangements; (g) trading activities; (h) actions of affiliates and subsidiaries taken at the direction of LBHI; (i) parent company guarantee agreements in respect of LBHI's subsidiaries; (j) custody arrangements among the Lehman Group; (k) transfer of client monies; (I) unpreadvised payments and/or other payments that were ultimately intended to be for the benefit of or receipt by LBI E; (m) intercompany assignment agreements; (n) insurance policies maintained by LBHI covering various affiliates and subsidiaries; (0) the RASCALS Agreement (as defined where applicable); (p) breaches of cooperation agreements entered into after September 15, 2008, such as the Transition Services Agreement dated November 14, 2008 between, among others, LBHI and LBIE; (q) failure to return assets; (r) set-offs and claimed rights of set-off asserted by counterparties; (s) parent company indemnity agreements in respect of LBHI's affiliates and subsidiaries; (t) employee compensation and benefits liabilities; (u) Directors and Officers liability coverage; (v) partially or undocumented intercompany arrangements causing debts to arise; (w) right to indemnification for liabilities; (x) general LBHI management of the Lehman Group; (y) tax matters in the US and/or any other jurisdiction; and (z) instances where LBIE is made the defendant in legal proceedings or is otherwise subject to a lawsuit by a counterparty (including, without limitation, a member of the Lehman Group) in circumstances where it has been acting in an administrative or similar capacity (including, without limitation, as agent or calculation agent) for a particular transaction.

III. RESERVATIONS OF RIGHTS

11

56. This Claim is necessarily being filed in reliance on the Administrators' best understanding of LBIE's books and records as of the date of this filing. The Administrators have only had access to LBIE's books and records since the Administration Date. LBIE reserves all rights to update, revise and supplement the data supporting this Claim, including with respect, but not limited, to the valuation of cash, securities, financing, and other posltions as described herein, as LBI E continues to reconcile its books and records with LBSF and other members of the Lehman Group as applicable. LBIE does not waive any right to amounts due for the Claim asserted herein by not stating a specific amount due for any such claims at this time.

5? Valuations have been performed using the best data reasonably available in the period before the Bar Date. Valuations are subject to change should more or better data become available with respect to the following non-exhaustive list of valuation components, depending on the type of transaction involved: (i) certain depot settlement data with respect to failed and pending trades is unavailable to LBIE as that data is in the control of LBI and other custodians; (ii) with respect to certain debt and equity securities that were illiquid or difficult to value, LBIE has ascribed a value to each such debt and equity security for the purpose of estimating the amount of the claim in relation thereto; (iii) corporate actions and events data are generally not included due to the need to correct underlying system data before calculating their impact; (iv) LBIE's access to and visibility of information pertaining to the movement of cash and securities post-September 12, 2008 has been substantially hindered if not terminated completely; (v) fees and rebates are not included in the claimed amounts due to the complexity and fact-intensive nature of calculating them; (vi) as valuation dates for each Master Agreement are subject to the termination dates, changes to the relevant termination dates by means of court decision, agreement or otherwise will affect the valuations; (vii) as to trades subject to Side

LBIE_LBSF

Letters, any change in the terms thereof by means of court decision, agreement or otherwise will affect valuations; (viii) where default interest has been calculated, it is from the relevant master agreement termination date through to June 30, 2009, an end-of-quarter date used uniformly by the Administrators for these purposes, and that calculation will be updated at a later date according to the terms of the corresponding agreement; (ix) as to securities subject to RASCALS (as defined where applicable) treatment and other securities held by LBIE in which other members of the Lehman Group assert or may assert a proprietary interest or held by other members of the Lehman Group in which LBIE asserts or may assert a proprietary interest, depending on the outcome of negotiations and/or legal proceedings in relation to the ownership of such securities, the intercompany balances as between LBIE and certain Debtors may change; (x) certain pricing factors, including but not limited to inflation indices; and (xi) other variables.

58. Moreover, except as otherwise noted herein or in the exhibits hereto, the cash balances and long and short securities positions reflect settled depot positions per LBIE's ITS records as of September 12, 2008. In the case of many of the components of the Claim set forth herein, it may be appropriate to apply a valuation date as specified by the terms of the relevant agreement. LBIE explicitly reserves its right to supplement, amend or revise the Claim to reflect valuations as more information becomes available.

59. Populations of transactions by transaction type have been computed using the best data reasonably available in the period before the Bar Date. Populations are subject to change should more or better data become available with respect to the following non-exhaustive list of factors affecting populations: (i) certain custodian information about transactions is unavailable to LBIE as that data is in the control of LBI and other custodians; (ii) the process of reconciliation with LBSF and street-side counterparties is still ongoing and will result in additions to or decreases from the populations of transactions; (iii) due to limited access to Lehman legacy financing systems, the process of mapping trade information to the relevant master agreement is still ongoing; (iv) trades were mis-booked during the pre- and post- administration or bankruptcy period and can only be identified and rectified after intensive manual investigation; (v) unidentified and/or unprocessed novations of derivative transactions that were effected prior to the Administration Date; and (vi) other factors.

60. LBIE and the Administrators reserve their rights in respect of any amounts calculated by LBSF and in respect of the purported termination of any of the agreements referenced in this Claim, and accordingly no admission is made as to the validity of the calculation of such amounts or as to any such purported termination of any of the agreements.

61. This Claim is comprised of many individual transactions. The claims not denominated in USD have been converted to USD for the purpose of this submission. In general, LBIE has relied on exchange rates taken from the Lehman Group's general ledger on the appropriate date determined on a transaction by transaction basis. LBIE reserves its rights to correct, amend or change the foreign exchange rates applicable to any given transaction(s) as new or different information becomes available, and as LBIE continues its analysis and reconciliation of the individual transactions. Ultimately, LBIE reserves its rights as to the appropriate foreign exchange rates upon which to base any of its claims.

12

LBIE_LBSF

62. LBIE hereby asserts a claim for interest and other costs including but not limited to attorneys' fees and/or other professional fees on the constituent parts of the Claim where appropriate and expressly reserves the right to amend the Claim accordingly.

63. LBIE will use its reasonable efforts to make any additional relevant contracts, agreements and other information pertinent to the Claim available upon reasonable request by LBSF in a manner and time to be aqreed by the parties.

64. The agreements that are referred to in this Claim remain subject to LBIE's continuing review

and references to these agreements are therefore subject to revision.

65. To the extent that any portion of the Claim is entitled to administrative priority status under section 507 of the Bankruptcy Code, LBIE claims such priority status to the maximum amount allowed by law. The filing of this Claim shall in no way be deemed a waiver of LBIE's right to assert that any or all of the amounts owed to it by LBSF are entitled to administrative priority status.

66. LBIE reserves the right to assert any basis for recovery of cash, securities or other assets from LBSF under any legal or equitable theory including, without limitation, indemnification, breach of fiduciary duty, unjust enrichment, conversion, constructive trust, return of property otherwise not properly within LBSF's bankruptcy estate, treatment in accordance with the regulations of the Financial Services Authority or other potentially applicable US or non-US laws and regulation or other priority treatment with respect to each of the claims asserted herein.

67. LBIE does not waive any right or rights of action that LBIE has or may have against LBSF's estate or any other entity. LBIE reserves any and all rights it has or may have with respect to any other agreements that may exist between LBIE and LBSF, including without limitation, any rights of setoff, recoupment or netting. Nothing herein shall be deemed a waiver by LBIE of any of its rights and remedies in connection with such agreements.

68. By filing this Claim, LBIE does not submit itself to the jurisdiction of the Bankruptcy Court or any other U.S. court or tribunal for any purpose other than with respect to this Claim. Where U.S. jurisdiction does exist with respect to this Claim, LBIE does not waive or release its rights to (i) withdraw the reference or (ii) a jury trial with respect to the subject matter of this Claim, any objection thereto or other proceeding that may be commenced in this case against or otherwise involving LBIE. By filing this Claim, LBIE does not waive any of its rights and remedies against any other person or entity who may be liable for all or part of the claims set forth herein, whether LBSF, LBHI, another affiliate of LBHI, or an assignee, guarantor or otherwise. LBIE reserves all rights to assert (i) any claim, defense, offset or other right against any party, including but not limited to LBSF or any of its affiliated Debtors or non-debtors, in a foreign jurisdiction, including but not limited to claims based on U.S. and U.K. or other foreign law, and (ii) any claims, defenses, offsets or other rights available to it under U.S. or any other jurisdiction'S law in the event LBSF asserts counterclaims or affirmative claims against LBIE in the Bankruptcy Court. Furthermore, LBIE asserts that any counterclaim or affirmative claim by LBSF against LBIE must be asserted in its applicable foreign proceeding, whether in the U.K. or in another foreign jurisdiction, and LBIE reserves the right to assert therein any claim, defense, offset or other right that may be asserted in such U.K. or other foreign proceeding. LBIE further reserves all rights to assert that, under principles of equity or comity or otherwise, a court other than the Bankruptcy Court would be the appropriate forum in which to hear and decide any matter in connection with this Claim.

13

LBIE_LBSF

69. The relationship between LBIE and LBSF was extremely complex. The relationship became more complex upon and after the Administration Date and the commencement of the Bankruptcy Proceeding because, among other reasons, the regular maintenance and functioning of the IT systems and resources on which LBIE relied to. monitor and record its trading positions effectively ceased on the Administration Date. Further, due to the global separation of the Lehman Group since September 15, 2008, there are differences between the internal data platforms and IT systems that the Debtors may continue to use versus the IT systems and resources that LBIE may continue to use. These practical complexities, together with difficulties surrounding the evaluation and interpretation of the underlying contractual documentation of the Claim, require substantial resources and expertise to analyze and overcome.

70. In view of these complexities and as LBSF is already aware, LBIE has proposed a methodology that LBIE and LBHI and its affiliates may use to progress the reconciliation of intercompany balances. Attached hereto as Exhibit T is a copy of a generic Memorandum of Understanding (UMoU") that is intended to help facilitate the agreement of intercompany balances between LBIE and LBHI and its affiliates in the most efficient and cost effective way for each party. LBIE continues to be committed to working cooperatively with LBSF to reconcile and progress the agreement of this Claim as expeditiously as possible and will engage with LBHI and its affiliates about the principles contained within the MoU and generally to progress the agreement of this Claim.

71. Any balances referenced in this Claim as debts owed to LBSF by LBIE shall in no way be deemed to constitute an admission by LBIE of the nature or amount of any claim by LBSF against LBIE's estate. Even where amounts owing to LBSF are referenced, LBIE explicitly reserves its right to supplement, amend or revise any such valuations as more information becomes available.

72. This Claim is not intended to be and shall not be construed as (a) an election of remedies; (b) a

waiver of any defaults; or (c) a waiver or limitation of any rights, remedies, claims or interests of LBIE.

73. LBIE reserves the right to replace, amend or supplement this Claim at any time and in any respect, including, without limitation, for the purpose of (a) setting forth or changing the basis of the claims described herein and (b) providing further description or evidence of such claims. In the event that any order of the Bankruptcy Court is entered into which effects: (i) a recharacterization or subordination of claims, including without limitation, this Claim; (ii) substantive consolidation of some or all of the Debtors with any of their affiliates; or (iii) any other similar remedy, the rights of LBI E to file additional proofs of claim or amended proofs of claim against LBHI or any of its affiliates is specifically reserved. This Claim is submitted without prejudice to any of LBIE's rights in all respects.

74. The Administrators have signed this Claim as agents for and on behalf of LBIE and neither they, their firm, partners, employees, agents, advisers or representatives shall incur any personal liability whatsoever in respect of, or in relation to, this Claim. The exclusion of liability set out in this paragraph shall arise and continue notwithstanding the termination of the agency of the Administrators and shall operate as a waiver of any claims in tort as well as under the laws of contract.

IV. NOTICES

75. Notices regarding this Claim should be sent to

Lehman Brothers International (Europe) (in administration) 25 Bank Street

14

LBIE_LBSF

London E145LE

United Kingdom

Attn: Steven Anthony Pearson as Administrator of Lehman Brothers International (Europe)

and

PricewaterhouseCoopers LLP Plumtree Court

London

EC4A4HT

United Kingdom

Attn: Steven Anthony Pearson

with a copy to:

Linklaters LLP

1345 Avenue of the Americas New York, NY 10105

Attn: Titia Holtz

Elizabeth Dowd Phone: (212) 903-9000

15

EXHIBIT A

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III EXHIBIT B

(Multicurrency-Cross Border)

laterllatiollal Swap Dealers Msociatioll. IDC.

MASTER AGREEMENT

dated as of ... Mardl.l.l, .. 122D. .....

LEHMAN BROTHERS LEHMAN BROTHERS

.. ~P.I;;~IN:. .. f..~!:\N~~~~ .. w.c.~ and . .lNT.ER.NATIQNAL.LIMI.1:ED .

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Conflrmauon") exchanged between c.he parties confirming those Transaction s.

Accordingly. the parties agree as follows:-

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will bave the meanings therein

specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Scbedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule). such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confarmations form a single agreement between the parties (collectively referred to as this - Agreement"), and the parties would not otherwise enter into any Transactions.

1. Obligations

(a) General Condiiions.

(i) Each party will make each payment or delivery specified in eacb Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confarmation or otherwise pursuant to this Agreement. in freely transferable funds and in the manner customary for payments in the required currency. Wbere settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each pany under Section 2(a)(i) is subject to (l) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party bas occurred and is continuing. (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction bas occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright C 1992 by laterutioaal Swap Dealers Association. Inc.

LEHMAN BROTHERS

. lNIERNAnONAL. UMITED .

(Name of Party)

BY'N~~···I(:i(;W~·····

Title: M i')

Date: .. ( .

. ?,.q ;L-/fi1...

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery. in each case together witll (to the extent permitted under applicable law) interest. in tile currency of such amounts, from (and including) the date such amounts or obligations were or would have been required .. to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Sucb amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The (air market value of any obligation referred to in clause (b) above sball be reasonably determined by the party obliged to make the determination under Section 6(e) or. if each party is so obliged. it sball be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties bave executed this document on the respective dates specified below with effect from the dale specified on the first page of this document.

LEHMAN BROTHERS

.. SP.E.CI~L.fINJ.\N~lN.G'{N(: •...........

By: .

Name:

Title:

Date: JEFFREY L SELTZER Managing Director

18

ISDA* 1992

section S(al (v),

Shearson Lehman Brothers Holdings Inc. ("Holdings").

SCHEDULE

to the

Master Agreement dated as of March 13, 1990 between

LEHMAN BROTHERS SPECIAL FINANCING INC. ("Party Ali), a corporation organized under

the laws of

the State of Delaware and

LEHMAN BROTHERS INTERNATIONAL LIMITED ("Party BII) a corporation organized under the laws of united Kingdom

Part 1. Termination Provisions

In this Agreement:-

(a) "Specified Entity" means in relation to Party A for the purpose of:-

Section Sea) (vi),

Holdings.

Section 5ea) (vii),

Holdings. Holdings.

Section 5(b)liv),

and in relation to Party B for the purpose of:-

Section 5 Cal (v) , Not applicable.

Section 5 (a) (vi) , Not applicable.

Section S (al (vii) , Not applicable.

Section S(bl(iv), Not applicable.

(b) "Specified Transaction' . will have the meaning specified in
Section 14 of this Agre~ment. (c) The "Cross Default" provisions of Section Sea) (vi) will not apply to Party A and Party B.

The following ~rovisions apply:-

IISpecified Infebtedness" will have the meaning specified in Section 14.

-20-

"Threshold Amount" means two percent (2%) of the stockholders' Equity of Holdings, in the case of Party A and Holdings (or its equivalent in any other currency), and two percent (2%) of the stockholders' Equity of Party B, in the case of Party B (or its equivalent in any other currency).

(d) The "Credit Event Upon Merger" provisions of section 5(b) (iv) will not apply to Party A and Party B.

(e) The "Automatic Early Termination" provisions of section 6(a) will not apply to either Party A or Party B.

(f) Payments on Early Termination. For the purpose of section .2.1.tl of this Agreement, Market Quotation and the Second Method will apply.

(g) IITermination Currency" means united states Dollars ("USD").

(h) Additional Termination Event will not apply.

Part 2. Tax Representations.

(a) Payer Tax Representations. For the purpose of section 3(e) of this Agreement, Party A and Party B will each make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under sections 2(e), 6(d) (ii) and ~ of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party pursuant to section 3Cf) of this Agreement, (ii) the satisfaction of the agreement of the other party contained in section 4 (al (i) or 4 Cal (iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to section 4 Cal (i) and 4 (al (iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not del i ver a form or document under section 4 Ca) (iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Representations. Not applicable.

mcurunsc.LBIL

-21-

Part 3. Agreement to Deliver Documents.

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:-

Party required to deliver document

Form/Document/Certificate

Date by which to be delivered

(a) Tax forms, documents or certificates to be delivered are:-

Party A and Party B

Forms and/or documents described in Section

4(a) (iii) of the Agreement.

Upon reasonable demand by the other party.

mcurunsc.LBIL.

-23-

(b) Other documents to be delivered are:-

Party required to deliver document

Party A

rncurunsc.LBIL.

Form/Document/ Certificate

~ guarantee of Holdings ~n the form of Exhibit B to this Schedule.

Date by which to be Delivered

Upon execution

of this Agreement.

Covered by Section ll.9.l

Yes

-24-

part 4. Miscellaneous.

(a) Addresses for Notices. For the purpose of section 12(a):-

Address 'for notices or communications to party A:-

Address: Swap and Financial Products Department, 200 Vesey street, 7th Floor, New York, New York 10285

Attention:

senior Vice President

Telex No: 175636

Answerback: SLB

Facsimile No:

(212) 528-6927

Address for notices or communications to Party B:-

Address: One Broadgate-5th Floor London, EC2M 7HA united Kingdom

Attention: Lee Proctor

Facsimile No.: 011-4471-260-2172

(b)

Process Agent. For the purpose of section 13 (c):-

Party A appoints as its Process Agent - Not applicable.

Party B appoints as its Process Agent - Not applicable.

Offices. The provisions of Section lOCal will apply to this
Agreement. (c)

(d) Multibranch Party. For the purpose of section 10(c) of this Agreement:-

Party A is not a Multibranch Party. Party B is not a Multibranch Party_

(e) Calculation Agent. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

mcurunsc.LBIL.

(f) Credit Support Document.

Document:-

Details of any Credit Support

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In the case of Party A, a guarantee of Party A's obligations hereunder in the form annexed hereto as Exhibit B of this Schedule.

(g) Credit Support Provider. Credit Support Provider means in relation to Party A: Holdings.

Credit Support Provider means in relation to Party B: Not applicable.

(h) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).

(i) Netting of Payments. Subparagraph (ii) of section 2(c) of this Agreement will apply to all Transactions.

(j) "Affiliate" will have the meaning specified in Section 14 of this Agreement.

Part 5. Other Provisions.

Miscellaneous:

(a) Confirmation. A form of Confirmation is set forth as

Exhibit A hereto.

(b) "Stockholders I Equity" means with respect to an entity, at any time, the sum at such time of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles.

mcurunsc.LBIL.

By: ~~~~~~--~---------

Title: __ ~~ __

-26-

The parties executing this Schedule have executed the Master Agreement and have agreed as to the contents of this Schedule.

LEHMAN BROTHERS SPECIAL FINANCING INC.

LEHMAN BROTHERS INTERNATIONAL LIMITED

mcurunsc.LBIL.

Form of Confirmation

EXHIBIT A to Schedule

DATE:

[date]

TO:

Lehman Brothers International Limited

FROM:

Lehman Brothers special Financing Inc.

SUBJECT: TRANSACTION (Ref:

Dear

The purpose of this communication is to set forth the terms and conditions of the interest rate transaction entered into on the Trade Date referred to below (the "Transaction"), between Lehman Brothers Special Financing Inc. ("Party An) (guaranteed by Shearson Lehman Brothers Holding Inc. ("Holdings"» and Lehman Brothers International Limited ("Party B"). This communication constitutes a "Confirmation" as referred to in the Master Agreement specified below.

1. If you and we are parties to a Master Agreement that sets forth general terms and conditions applicable to interest rate transactions between us (the "Master Agreement") , this Confirmation supplements, forms a part of and is subject to such Master Agreement. If you and we are not yet parties to such Master Agreement, this Confirmation will supplement, form a part of, and be subject to, such Master Agreement upon its execution by you and us. All provisions contained in, or incorporated by reference to, such Master Agreement shall govern this Confirmation except as expressly modified below. In addition, if such Master Agreement has not yet been executed by you and us, this Confirmation shall itself evidence a complete and binding agreement between you and us as to the terms and conditions of the Transaction to which this Confirmation relates.

2. This communication incorporates the (i) definitions and provisions contained in the 1991 ISDA Definitions (as published by the International Swap Dealers Association) (the "Definitions") and (ii) Paragraph 2 of the May 1989 Addendum to Interest Rate and Currency Exchange Agreement and the definition of Rate Protection Transaction found therein. The Definitions and Addendum shall apply to this communication even if the Master Agreement between the parties incorporate the provisions of the 1985 or 1986 editions of the ISDA Code of Standard Wording, Assumptions and Provisions for Swaps.

mcurunsc.LBIL.

3. The terms of the particular Transaction to which this communication relates are as follows:

Party A:

-2-

LEHMAN BROTHERS SPECIAL FINANCING INC.

Party B:

[Notional Amount:]

LEHMAN BROTHERS INTERNATIONAL LIMITED

Trade Date:

Effective Date:

Termination Date:

FIXED AMOUNTS:

Fixed Rate Payer:

[Party A/B)

[Fixed Rate Payer Currency Amount:)

Fixed Rate Payer Payment Dates [or, Period End Dates, if Delayed Payment or Early Payment applies]:

[Fixed Amount:]

Fixed Rate:

Fixed Rate Day Count Fraction:

FLOATING AMOUNTS:

Floating Rate Payer: [Floating Rate Payer

Currency Amount:]

Floating Rate Payer Payment Dates [or, Period End Dates, if Delayed Payment or Early Payment applies]:

[Party B/A]

mcurunsc.LBIL.

[ ], subject to

adjustment in accordance with the [Following/Modified Payment or Following/Preceding] Business convention, with respect to a Banking Day

and a

Banking Day

Adjustment of Dates]

[with Period

No End

[ ], subject to

adjustment in accordance with the [Following/Modified Payment or Following/Preceding] Business

and a

Banking Day

Adjustment of Dates]

[with Period

No End

-3-

convention, with respect to a Banking Day

Floating Rate for initial Calculation Period:

Floating Rate option:

Designated Maturity:

Floating Rate Spread:

Floating Rate Day Count Fraction:

[plus/minus]

% p.a.

Reset Dates:

[Rate CUt-off Dates:] [Method of Averaging:

Unweighted/Weighted Average Rate]

compounding:

Applicable/Inapplicable

[Compounding Dates:] [Initial Exchange:

Initial Exchange Date:

Party A Initial Exchange Amount:

Party B Initial Exchange Amount:

Final Exchange:

Final Exchange Date:

Party A Final Exchange Amount:

Party B Final Exchange Amount:] Calculation Agent:

3. Account Details

Payments to Party A

Account for payments in [first currency]: [

]

mcurunsc.LBIL.

-4-

Account for payments in [second currency]:
]
Payments to Party B
Account for payments in [first currency]:
]
Account for payments in [second currency]:
]
4. Offices [

The Office [

of Party B . ]

for the

Transaction

is

[

[

5.

[Broker/Arranger:

]

6. Other Provisions:

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this confirmation enclosed for that purpose and returning it to us.

Yours sincerely,

LEHMAN BROTHERS SPECIAL FINANCING INC.

By:

Name:

--------------------------

Title:

--------------------------

Confirmed as of the date first written:

LEHMAN BROTHERS INTERNATIONAL LIMITED

By:

Name: __

Title:

--------------------------

mcurunsc.LBIL.

EXHIBIT B to Schedule

GUARANTEE OF SHEARSON LEHMAN BROTHERS HOLDINGS INC.

LEHMAN BROTHERS SPECIAL FINANCING INC. ( "Party A" ) and LEHMAN BROTHERS INTERNATIONAL LIMITED ("Party B") have entered into an Master Agreement dated as of March 13, 1990, pursuant to which Party A and Party B have entered and/or anticipate entering into one or more transactions (each a "Transaction"), the Confirmation of each of which supplements, forms part of, and will be read and construed as one with, the Master Agreement (collectively referred to as the "Agreementlt). This Guarantee is

a Credit Support Document as contemplated in the Agreement. For value received, and in consideration of the financial accommodation accorded to Party A by Party B under the Agreement, SHEARS ON LEHMAN BROTHERS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware ("Guarantor"), hereby agrees to the following:

(a) Guarantor hereby unconditionally guarantees to Party B the due and punctual payment of all amounts payable by Party A under each Transaction when and as Party A's obligations thereunder shall become due and payable in accordance with the terms of the Agreement. In case of the failure of Party A to pay punctually any such amounts, Guarantor hereby agrees, upon written demand by Party B, to payor cause to be paid any such amounts punctually when and as the same shall become due and payable.

(b) Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection.

(c) Guarantor hereby agrees that its obligations under this Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement against Party A (other than as a result of the unenforceability thereof against Party B), the absence of any action to enforce Party A's obligations under the Agreement, any waiver or consent by Party B with respect to any provisions thereof, the entry by Party A and party B into additional Transactions under the Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided. however, that Guarantor shall be entitled to exercise any right that Party A could have exercised under the Agreement to cure any default in respect of its Obligations under the Agreement or to setoff, counterclaim or withhold payment in respect of any Event of Default or potential Event of Default in respect of Party B or any Affiliate, but only to the extent such right is provided to party A under the Agreement. The Guarantor acknowledges that party A and Party B may from time to time enter into one or more Transactions pursuant to the Agreement and agrees that the obligations of the Guarantor under this Guarantee will upon the

mcurunsc.LBIL.

-2-

execution of any such Transaction by Party A and Party B extend to all such Transactions without .the taking of further action by the Guarantor

(d) Guarantor shall be subrogated to all rights of Party B against Party A in respect of any amounts paid by Guarantor pursuant to the provisions of this Guarantee; provided, however, that Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by Party A under the Agreement, shall have been paid in full.

(e) Guarantor further agrees that this Guarantee shall

continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligation or interest thereon is rescinded or must otherwise be restored by Party B upon an Event of Default as set forth in Section 5(a) (vii) of the Agreement affecting Party A or Guarantor.

( f) Guarantor hereby waives ( i) promptness, dil igence,

presentment, demand of payment, protest, order and, except as set forth in paragraph (a) hereof, notice of any kind in connection with the Agreement and this Guarantee, or (ii) any requirement that Party B exhaust any right to take any action against Party A or any other person prior to or contemporaneously with proceeding to exercise any right against Guarantor under this GUarantee.

In the event that Guarantor is required by any applicable law, rule or regulation to make any deduction or withholding for or on account of any Tax (as defined in section 14 of the Agreement, except that the reference therein to the "Agreement" shall be deemed to mean the "Guarantee" for purposes of this Guarantee) from any payment to be made under this Guarantee, Guarantor shall be subject to the provisions of section 2(d) of the Agreement to the same extent as "X" (as defined therein); provided, however, that Guarantor shall be required to treat as an "Indemnifiable Tax" (as defined under section 14 of the Agreement, except that the reference therein to the "Agreement" shall be deemed to mean the "Guaranteell for purposes of this Guarantee) for such purpose any Tax that is not an "Indemnifiable Tax" if such Tax would have constituted an "Indemnifiable Tax" had the payment in respect of which the Tax is imposed been made by Party A rather than Guarantor.

Guarantor makes the same representations to and agreements with Party B as those made by Party A pursuant to Sections 3 and ~ of the Agreement, at the times set forth therein, except that references therein to "the party" will be deemed to be references to "the Guarantor" and references therein to "the Agreement" will be deemed to be references to "the Guarantee." section 13 of the Agreement is incorporated by reference in this Guarantee except that references therein to "the Agreement" will be deemed to be references to "the Guarantee."

mcurunsc.LBIL.

-3-

This Guarantee shall be governed by and construed in accordance with the laws of the state of New York, without reference to choice of law doctrine. All capitalized terms not defined in this Guarantee are defined in the Agreement.

Any notice hereunder will be sufficiently given if given in accordance with the provisions for notices under the Agreement and will be effective as set forth therein. All notices hereunder shall be delivered to Shearson Lehman Brothers Holdings Inc., Attention: Treasurer, at 388 Greenwich street, 25th Floor, New York, New York 10013 USA (Telex No: 175636 Answerback: SLB:

Facsimile No. (212) 464-6414) with a copy to Lehman Brothers Special Financing Inc., Attention: Senior Vice President at 200 Vesey street, 7th Floor, New York, New York 10285 USA (Telex No: 175636 Answerback: SLB; Facsimile No. (212) 528-6927).

Title:

IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed in its corporate name by its duly authorized officer as of the date of the Agreement.

SHEARSON LEHMAN BROTHERS HOLDINGS INC.

By:

rncurunsc.LBIL.

MEMORANDUM

To:

Philip Howard

Lehman Brothers International Limited London

From:

Debra Corry

Lehman Brothers special Financing Inc. New York

Date:

December 22, 1992

Re:

LBSF/LBIL ISDA Master Document

Dear Mr. Howard,

I have enclosed two execution copies of the agreement. Please sign both copies and return them to my attention for our countersignture. I will then send you a complete copy for your records.

If you have any questions I can be reached at 212-298-3795.

Thanks for all your help!

Very truly yours,

Debra Corry

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

Master Agreement

dated as of 13th March, 1990

between

Lehman Brothers Special Financing Inc. and ("Party A")

Lehman Brothers International (Europe) ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly. the parties agree as follows:

Paragrapb 1. Interpretation

(a) Definitions and Inconsistency. Capitalized tenns not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b) Secured Port] and Pledgor. All references in this Annex to the "Secured Party" will be to either party when acting in that capacity and all corresponding references to the "Pledgor" will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions oflaw generally relating to security interests and secured parties.

Paragrapb 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral. the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without further action by either party.

Copyright © 1994 by International Swaps and Derivatives Association, Inc.

2

ISDA~ 1994

Paragraph 3. Credit Support Obligations

(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any Valuation Date will equal the amount by which:

(i) the Credit Support Amount exceeds

(ii)the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Return Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i) the Val ue as of that Valuation Date of all Posted Credit Support held by the Secured Party

exceeds

(ii) the Credit Support Amount.

"Credit Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Seeured Party, if any, minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured

Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Supported is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6( d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party. if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

3

ISDA® 1994

(d) Substitutions.

(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and

(ii)subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above. (2) subject to Paragraph 4(a). the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation. and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction). then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for that Transaction (or Swap Transaction); and

(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support,

(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

4

ISDA®1994

Paragraph 6. Holding and Using Posted Collateral

(a) Care of Posted Collateral. Without limiting the Secured Party's rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b) Eligibility to Hold Posted Collateral; Custodians.

(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a "Custodian") to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(li) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8. if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code. have the right to:

(i) sell, pledge, rehypothecate, assign. invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d) Distributions and Interest Amount.

(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed' to receive Distributions on a Local BusinessDay, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

(ii) Interest Amounts. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, di vidends or other amounts paid or deemed .to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(I) of this Agreement, an Event of Default will exist with respect to a party if:

(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral. Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

(iii) that party fails to comply with or perform any agreement or obligation other than those specified in

Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that

party.

Paragrapb 8. Certain Rights and Remedies

(a) Secured Party's Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been

designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the

Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the

following nights and remedies:

(i) all rights and remedies available to a secured party under applicable law with respect to Posted

Collateral held by the Secured Party;

(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

5

ISDA® 1994

(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or

private sales or other dispositions with such notice, if any, as may be required under applicable law, free

from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Eaeh party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and. accordingly. the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

6

ISDA® 1994

(b) Pledgor's RighJs and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support. if any;

(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii)

above, the Pledgor may:

(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party. until that Posted Collateral is Transferred to the Pledgor.

(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off andlor application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

7

ISDA® 1994

Paragraph 10. Expenses

(a) General. Except as otherwise provided in Paragraphs lOeb) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 6(c).

(c) Liquidation/Application of Posted Credit Support. All reasonable costs and cxpenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation andlor application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. MisceUaneous

(a) Default Interest A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve. perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit. action. proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action. proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 6(c).

(d) Good Faith and Commercilllly Reasonabk Manner. Performance of all obligations under this Annex. including, but not limited to. all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e) Demands and Notices. All demands and notices made by a party under this Annex will be made as specified

in the Notices Section of this Agreement. except as otherwise provided in Paragraph 13.

(1) Specifications of Certaln MoJters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 12. Definitions As used in this Annex:-

"Cash" means the lawful currency of the United States of America. "Credit Support Amount" has thc meaning specified in Paragraph 3. "Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13. "Delivery Amount" has the meaning specified in Paragraph 3(a). "Disputing Party" has the meaning specified in Paragraph 5.

"Dimibutions" means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

"Eligible Collateror' means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

8

ISDA® 1994

"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.

"Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation").

"Independent Amounf' means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day; multiplied by (y) the Interest Rate in effect for that day; divided by

(z) 360.

"Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

"Interest Rate" means the rate specified in Paragraph 13.

"Local Business Day", unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

9

ISDA® 1994

"Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified. zero.

"NotifICation Rate" has the meaning specified in Paragraph 13.

"Obligations" means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

"Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

"Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

"Pledgor" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

"Posted Col/aterar' means all Eligible Collateral, other property, Distributions. and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation Dale" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.

"Return Amount" has the meaning specified in Paragraph 3(b).

"Secured Party" means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

"Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph 13. "Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).

"SubstitutWn Date" has the meaning specified in Paragraph 4(d)(ii).

"Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in

accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

(ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

10

ISDA® 1994

"Valuation Agent" has the meaning specified in Paragraph 13.

"Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13. "Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13. "Valuation Time" has the meaning specified in Paragraph 13.

"Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in

the case of a dispute, with respect to:

(i) Eligible Collateral or Posted Collateral that is: (A) Cash, the amount thereof; and

(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and (iii) Other Eligible Support and Other Posted Supports as specified in Paragraph 13.

CREDIT SUPPORT ANNEX Elections and Variables dated as of Bib March, 1990 between

LEHMAN BROTHERS SPECIAL FINANCING INC. (hereinafter referred to as "Party A")

and

LEHMAN BROTHERS INTERNATIONAL (EUROPE) (formerly known as Lehman Brothers International Limited) (hereinafter referred to as "Party B")

Paragraph 13. Elections and Variables

(a) Security Interest for "Obligations." The term "Obligations" as used in this Annex includes the following additional obligations:

With respect to Party A: Not applicable.

With respect to Party B: Not applicable.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount

(A) "Delivery Amount" has the meaning specified in Paragraph 3(a).

(B) "Return Amount" has the meaning specified in Paragraph 3(b).

(C) "Credit Support Amount" has the meaning specified in Paragraph 3.

(ii) Eligible Collateral. The following items will qualify as ''Eligible Collateral"
for the party specified:
Valuation
Collateral Type Party PartyB Percentage
A
(A) Cash, in the form of U.S. Dollars [X] [X] 100%
(B) negotiable debt obligations issued by the [X] [X] 100%
U.S. Treasury Department having a
maturity at issuance of not more than
one year. ("Treasury Bills")
(C) negotiable debt obligations issued by the [X] [X] 100%
U.S. Treasury Department having a
maturity at issuance of more than one
year but not more than ten years
(''Treasury Notes")
(D) negotiable debt obligations issued by the [Xl [X] 100%
U.S. Treasury Department having a
maturity at issuance of more than ten
years. (''Treasury Bonds") G:\Trnnsaction Management\sCHEDULE\CSA\LBSF & LBIE doc 11

(E) negotiable debt obligations which are fully guaranteed as to both principal and interest by the Federal National Mortgage Association or the Federal Horne Loan Mortgage Corporation that are not Pass- Throughs, multi-class or multi-branch securities or paying interest only or principal only ("Agency Securities")

[X]

[X]

100%

Collateral Type

Valuation

Party Party B Percentage

A

(iii) Otber Eligible Support. The following items will qualify as ''Other Eligible Support" for the party specified: Not applicable.

(iv) Thresholds.

(A) "Independent Amount" shall not be applicable with respect to Party A or Party B unless otherwise specified in a Confirmation.

(B) "Threshold" means, with respect to Party A, USD 0 (zero).

"Threshold" means, with respect to Party B, USD 0 (zero).

(C) ''Minimum Transfer Amount" means, with respect to a party, USD 250,000, provided that if an Event of Default or Additional Termination Event has occurred and is continuing, then the Minimum Transfer Amount with respect to such party shall be zero. .

(D) Rounding. The Delivery Amount and the Return Amount shall be rounded up and down respectively to the nearest integral multiple of USD 1,000.

(c) Valuation and Timing.

(i) ''Valuation Agent" means Party A.

(ii) "Valuation Date" means any Local Business Day.

(iii) "Valuation Time" means the close of business in the location where the relevant product is traded provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) "Notification Time" means 3:00 p.m., New York time, on a Local Business Day.

G:\Transaction Managcmc:nt\sCHEDULE\CSA\LBSF & LBIE.doc 12

(d) Conditions Precedent and Secured Party's Rights and Remedies. The following Termination Event(s) will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

Party A Party B

Illegality [ ] [ ]
Tax Event [ ] [ ]
Tax Event Upon Merger [ ] [ ]
Credit Event Upon Merger [X] [X]
(e) Substitution (i) ''Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii) "Consent." The Pledgor need not obtain the Secured Party's consent for any substitution pursuant to Paragraph 4(d).

(f) Dispute Resolution

(i) "Resolution Time" means 1:00 p.m., on the Local Business Day following the date on which notice is given that gives rise to a dispute.

(ii) "Value." For the purpose of Paragraph 5(i)(c) and 5(ii), the Value of Posted Credit Support other than Cash will be calculated as follows:

With respect to any Treasury Bills, Treasury Notes, or Treasury Bonds (referred to herein as "Government Obligations") the sum of (I) (x) the bid price quoted on such date by a mutually acceptable principal market maker for such Government Obligations, or (y) if no such quotation is available from a principal market maker for such date, such bid price as of the day, next preceding such date, on which such quotation was available, in either case multiplied by the applicable Valuation Percentage, plus (m the accrued interest on such Government Obligations (except to the extent Transferred to a party pursuant to any applicable section of this Agreement or included in the applicable price referred to in (1) of this Clause) as of such date.

(iii) "Alternative." Paragraph 5 will apply.

O:\Transaction ManagcmentISCHEDULE\CSA\LBSF & LBIE.doc 13

(2) The Custodian, if any, is either (a) a wholly owned, direct or indirect, subsidiary of Lehman Brothers Holdings Inc. or (b) a bank or trust company located in the State of New York having total assets of at least USD 100,000,000 (1 billion).

(g) Holding and Using Posted Collateral.

(i) "Eligibility to Hold Posted Collateral; Custodians."

Party A andlor its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b) , provided that the following conditions applicable to it are satisfied:

(1) Party A is not a Defaulting Party.

(2) The Custodian, if any, is either (a) a wholly owned, direct or indirect, subsidiary of Lehman Brothers Holdings Inc. or (b) a bank or trust company located in the State of New York having total assets of at least USD 100,000,000 (1 billion).

Initially, the Custodian for Party A is: Not applicable.

Party B andlor its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied:

( 1) Party B is not a Defaulting Party.

Initially, the Custodian for Party B is: Not applicable.

(ii) ''Use of Posted Collateral." The provisions of Paragraph 6(c) will apply to Party A and Party B.

(h) Distributions and Interest Amount.

(i) ''Interest Rate." The Interest Rate will be the rate per annum equal to the overnight Federal Funds Rate for each day cash is held by the Secured Party as reported in Federal Reserve Publication H.15-519.

(ii) ''Transfer of Interest Amount." The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month.

(iii) "Alternative to Interest Amount." Paragraph 6(d)(ii) will apply.

(i) Additional Representation(s). Not applicable.

(j) "Other Eligible Support and Other Posted Support."

(i) "Value" with respect to Other Eligible Support and Other Posted Support means:

Not applicable.

(ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means: Not applicable.

(k) Demands and Notices. All demands, specifications and notices made by a party to this Annex will be made pursuant to the Notices Section of this Agreement.

G:\TransactiOD Man~ment\SCHEDULE\CSA\LBSF & LBIE.doc 14

(I) Addresses for Transfers.

Party A:

(i) In the case of Cash. by wire transfer of immediately available funds for credit to a bank account of Party A to be designated in Party A's demand for the Delivery Amount or Return Amount. as applicable.

(ii) In the case of securities or obligations that can be paid or delivered by book-entry (on the records of U.S. Federal Reserve Banks) by delivery to an account designated by Party A.

Party B:

(i) In the case of Cash. by wire transfer of immediately available funds for credit to a bank account of Party B to be designated in Party B's demand for the Delivery Amount or Return Amount, as applicable.

(ii) In the case of securities or obligations that can be paid or delivered by book-entry (on the records of U.S. Federal Reserve Banks) by delivery to an account designated by Party B.

(m) Other Provisions.

No Disposition. Without the prior written consent of Secured Party, Pledgor agrees that it will not sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, Posted Collateral, nor will it create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to any of the Posted Collateral, or any interest therein, or any proceeds thereof, except for the lien and security interest provided for by this Annex.

Non Registration of Charge Clause. Each party to this Agreement acknowledges and agrees that any security interest, lien or right of set-off created under this .Annex is not intended to require registration under Part XII of the Companies Act 1985 (the "Companies Act") and the Secured Party undertakes not to register or procure the registration of such security interest. lien or right of set-off with the Registrar of Companies for England and Wales (the "Registrar") under Section 395 of the Companies Act 1985. If any such registration is effected in contravention of this paragraph, the Secured Party shall use its best endeavors to procure its removal from the companies charges register referred to in Section 397 of that Act and to provide the Pledgor with written evidence of such removal.

G:\TI'IIIlSIlction Manogement\sCHEDULE\CSA\LBSF & LBIE.doc 15

LEHMAN BROTHERS SPECIAL FINANCING INC.

/ijPJj---

LEHMAN BROTHERS INTERNA TIONAL (EUROPE) PartyB

~~,

The parties executing this Credit Support Annex have executed the Master Agreement and have agreed as to the contents of this Credit Support Annex.

Name:

Title:

Date:

, ROB£RT E. GUGLlE~O

: SENIOR VICE PRESIIWNT

Name:

KATE WALKER

Title: Authorised Signatory

Date: ~ .~-·il Reo,

G:\Tronsaction Management\SCHEDULE\CSA\LBSF & LBIE_doc 16

AMENDMENT TO

ISDA MASTER AGREEMENT

AMENDMENT dated as of August 28, 1996 (the "Amendment") to ISDA MASTER AGREEMENT dated as of March 13, 1990 between LEHMAN BROTHERS SPECIAL FINANCING ("Party A") and LEHMAN BROTHERS INTERNATIONAL (EUROPE) (formerly Lehman Brothers International Limited) ("Party S").

WITNESSETH

WHEREAS, Party A and Party B entered into that certain ISDA Master Agreement dated as of March 13, 1990 (the "Agreement"); and

WHEREAS, Party A and Party B have entered into. and may enter into, Transactions with each other, including without limitation interest rate swap transactions that Party B may enter into with Party A from time to time in connection with purchases and sales of fixed income securities which may be transferred by Party B as part of asset swap transactions (each such interest rate swap a "Hedge Transaction") that involve both Party A and Party B~ and

WHEREAS, Party A and Party B desire to amend the Agreement and to have the Agreement. as amended herein, govern the rights and obligations of Party A and Party B with respect to each and every Hedge Transaction which is entered into on or after the date hereof.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, Party A and Party B hereby acknowledge and agree as follows:

1. Certain Definitions. Unless otherwise defined herein. capitalized telTI1S used herein have the

meanings specified in or pursuant to the Agreement.

2. following:

Part 5 of {he Schedule to the Agreement is hereby amended by adding at the end thereof the

Asset Hedge Transactions

(c) Party A and Party B agree that. in lieu of executing a Confirmation in the fonn of Exhibit A to the Agreement, each Hedge Transaction shall be documented by Party A delivering to Party B promptly after the Trade Date a trade ticket specifying that the Hedge Transaction is related to asset swap trading (the "Trade Ticket"). Party B agrees to review each Trade Ticket promply after receiving the ticket from Party A and notify Party A of any discrepancies. Each Trade Ticket shall evidence a complete and binding agreement between the parties as to the terms of the Hedge Transaction

to which the Trade Ticket relates if Party B does not object to such Trade Ticket within five (5) London Business Days following receipt from Party A.

(d) In the event that a Hedge Transaction is terminated prior to the Termination Date for such transaction upon agreement of the parties because the security to which the Hedge Transaction relates is sold by Party B as part of an asset swap transaction in which Party A enters into a swap in connection with the sale of such security (and not due to the designation of an Early Termination Date as the result of an occurrence of an Event of Default or Termination Event). the parties agree that the termination payment owed with respect to the Hedge Transaction may be adjusted to reflect any gain or loss incurred by the parties in the asset swap transaction in which the security is sold.

3. Party A and Party B hereby acknowledge and agree that. as of the date hereof. the Agreement,

as amended hereby. shall pertain to each Hedge Transaction entered into on or after the date hereof.

:unend2.00c

2

4. Except as specifically amended hereby. all of the terms and conditions of the Agreement are

unaffected and shall continue to be in full force and effect and shall be binding upon the parties in accordance with its terms.

5. Each of the parties hereby represents and warrants that:

(a) the representations and warranties contained in the Agreement are true on and as of the date

hereof as if made by the party on and as of said date. and

(b) the execution. delivery and performance of this Amendment are within the party's power and

have been duly authorized by all necessary action. and this Amendment constitutes the Jegal, valid and binding obligation of the party in accordance with its terms.

6. This Amendment shall be construed in accordance with and governed by the laws of the State

of New York, without reference to choice of law doctrine.

IN WITNESS HEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.

LEHMAN BROTHERS SPECIAL FINANCING INC.

By: _

BRUCE M. WITHERELL Manaeina Director

Title: _

LEHMAN BROTHERS INTERNATIONAL (EUROPE)

amend2..doc

WITNESSETH

AMENDMENT AGREEMENT

AMENDMENT AGREEMENT (the U Amendment") dated as of April 3D, 2001 between LEHMAN BROTHERS SPECIAL FINANONG INC. ("Party A") and LEHMAN BROTHERS INTERNATIONAL (EUROPE) (formerly known as Lehman Brothers International Limited) ("Party B").

WHEREAS, Party A and Party B have entered into a Master Agreement dated as of 13th March, 1990 (the "Master Agreement") and

WHEREAS, Party A and Party B may enter into Transactions with each other; and

WHEREAS, Party A and Party B wish to amend the Agreement,

NOW, THEREFORE, it is hereby agreed as follows:

1. Certain Definitions. Unless otherwise defined herein, capitalized terms used herein have the meanings specified in or pursuant to the Agreement.

2. Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended to add the ISDA Credit Support Annex attached hereto (the" Annex") as part of the Schedule.

3. Party A and Party B hereby acknowledge and agree that, as of the date hereof, the Agreement, as amended hereby, shall pertain to (i) all existing Transactions under the Agreement and (ii) each Transaction which is entered into on or after the date hereof.

4. Except as specifically amended hereby, all of the terms and conditions of the Agreement shall continue to be in full force and effect and shall be binding upon the parties in accordance with its terms.

5. Each of the parties hereby represents and warrants that

(a) the representation and warranties contained in the Agreement are true on and as of the date hereof as if made by the party on and as of said date, and

(b) the execution, delivery and performance of this Amendment are within the party's corporate power and have been duly authorized by all necessary corporate action, and this Amendment constitutes the legal, valid and binding obligation of the party in accordance with its terms.

G:'oJ"ransaction liIQllQgemtlllflSCHEDUI.EV.mendment QgTu\LBSF c:I"c LBIE.doc

LEHMAN BROTHERS

LEHMAN BROTHERS INTERNATIONAL (EUROPE)

, J(PartyB)

tOLiL.

6. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

7. This Amendment shall be construed in accordance with and be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.

SPECIAL FINANCING INC.

$?E0--

ROBERT E. GUGLIELMO SENIOR VICE PRESIDENT

Name:

Name:

Title:

KATE WALKER

Authorised Signatory

Date: ,3Q ~'I \ Q_OC) I

Title:

Date:

G:'iI'ransaction MQNlg~"u!nMCHEDULEMTII2ndme"t agru\LBSF &: UJIE.doc

EXHIBIT C

11:57

LEHMAN + 916467584124

1-10.798

(;101

ISDA.

MASTER AGREEMENT

datect as af Q8 Jimo 2005

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Cal OtrInI Omrlltlmu.

(I) :BDCI\ part)' Will makD P8Ol1 pa1Jlllll# or dalhIM)' 1,J'IWfiD4 III fIIIClI eonarmcuxm tn 1m madI 1»' Ie, Nbjan to II» olltlll' pnWIJiolll aftblt ~I:.

(ii) ~ ander IhlR ~ WIll be: mado on dIO 4110 date far \IIlIe 1m OW date fa IlJr. place til the • G.CCOIIIIt apodf1e4ln lh& ralIYant Callfirmalion 01' o111CIIWIIo pIIIIII_", IbIt ~ -ift fi'aIIJy ~ fllllll.lIlIIl1 hi tllCtnam'tDI'~fbr ~ J1I ~D\IIrOIlOy. WIlII'6 ~ is ~ dclCWI)I (Ibm:

U, Illhel'Ibm by ~ SUCb 40IIvcay wiD bo IIlIIdII ~ ro=Ipt anlllc d1Jc dB In llusJDlllllllll' C\I91Qmuy ice tlzrllMl11 olJlptlou WIles. atbrWlle ~ Ia I11otdPutCon&malhU!. III' dll~here Ilf tbl. ~

(iii) BIlob oblfSaliOil of' each JIIII1Y IIndat Willi 2(1)(1) b 1Ill~ to (1) the CAIlIdllion ~ IMt 110 Bvont Gf~ ar Po!tsnlhI 'BYn1 al~k wltb rcapeot II tIIa ollw IlI1f1Y ~ ar:cun.a IIOd it COIIti.mIIn& (2) tho con4Jdol ~tIlIIl.IIOBArly ~JJrdllnmlpoctoflllofCkvW~ Iw ~o.·boen dcc~ desl&nfllr.llll1lll (3) II8ch oUlt: appl~T4l11111l1itklll)llOCCthat Ip~d In Ihfa ~

06/09/211125 HI: 18 lEH'R'I + 91646'1584124

l:l6IIi1B1Zi!85 UIS'7 ~ .. 91646'?S94124

~~...-?

~-~

Nna:

ftbI' n. At!)taou M. Cllftlltl

A1ItUrizI4S~

NIII'I!: •

1'fQ!! ROSAUNn MASON

1)are Autboriscd e:"uw:'Y

g«~

18

t-D.B11 001

NO. ?Sa QJ!l2

11:57

LEHMRN ~ 916457584124

IiCaBJ>llLE 1011'1&

NIIDta. A.IIrlClMAt datI4 .. of 08 11l11e 200S ~

umrvwI' BltOTIIOBJm'JAlIIi4'J'JON.U,. [JWJlOPE) ("Plilty A"),

a COSIlpall~ iDOOIpCll'ltml w11ll lUl1bnlte4111~ ~MIII' CI!a hi ... bl'J:ln;Iaad and Wtll~

I1IIi

L1mMAN IIROTmC'RS SPOOIALJPlN4NCING lNo. ('Tart)' :8") • • aarponttloa ~ IIlIdIl1'1ho laM! afb SOIteat~

Partll T~ Prov.lstons 'I11I11it~~

(al "SpllL'5fiecJ Intitf' mllllm tn rell1lan to rq. A fer Iho JMlICI80 em·

~OI5t'1Yvl. Not ILppllonbl~

=::~:l~:il, ~::=~'

bJ!jgll S(b)(Jy), Nil IIPPUIIIlbl&

and In ~ \'0 PIIJtYJ ftlrdJa pIII'pIII8 at ...

Beetfpn !CalM, N0tawll~ Bpgt!Oll SCi1'yll, NDr lJIllllaab)e. ".DtI ~fJlry1U. Not -wllDllblt=. IGop !Q))(!yl, Not lIPlJ~aable.

(It) "'S)adIIal ~bwlU ImvalllB mamlnl.JIIdied in_en 14 aftlrisApumaIL

(e) 1'h1 "DorsDeraall"FOYfsiolls of8cctlpnS(a),yJ) win apply IOPAJty A an4 Patty" 'lbe.fDlIDWIq PfO"IaJona_.

~11ldtbtCdA ... win III1¥61homcaulllG'IplIClWiJI~Clf1hia ~

UOJ')lI!jbllld AmInaIt" nlDllJlI th 111&111' Df (I) 'OSD 40 mlllloll OJ (ll) two par=t QtIi) of 1110 Slgctb~ldOl1' ~ of I.Dbm1In BJUboI1 lfoldIl1p ~, (1Allm&1I BIDIhUa ftI1di.zIp 1R~" or "lIlWIillas"). f. t}c liliiii uI PD1Y A .1IIi HoJ4l11J18 (or iI& eq~alent la all)' odn'llIlmIllcyh end Bit Jeucrof 0> 'OBO 4D =m11ll1 rJr (II) tWIl peniIC:II~ (2*) d Illa ~. BqDl~ afPany B OJ All)' t:nldlt ~ PmvUllir orpMtY B, .In Ib& ~ q[ party B alt~ any CtcdIt S\lppart~ affirl:Y]l (or III 1Iql1!V8101Jl ill MY IIIIx:r curre.~),

NO. 798

B6/08/2l?JI1lS 11:57

LEHMAN ~ 916467584124

ND.798

(dJ TIl6''On!l1ItEftnt tJiltm M~ PIG~iolIs ofSWlcm 5{bWr> wm ~ lit Pm), A Ind ~:B.

(D) 'Ibo "A.utamatltElrt.P ~Im" prollllf.aIl4!t'SCCllon 6(11 wlIJ JIgl',pJ)rto Pm)' Aand WIJI aM'pplytD PmyJ.

tf) ~ lID Bllrl.J 'l'GrmIIWIDJI. :Par 1I1~ ~ II! Bmrt!on ftll) of1blt A~ x.a. and tlJII hand WIDd wfll ipplJ.

(I> 1fJ'ermbII.f. C1~entf' mctn UnitC14 BIalcI DoUAI'II ("USO").

01) 44d1dan11 'hnntlUlrJlIII Bfa wlll YlIlU,pty.

Plili II 'J'a ~1IIIN

(II) htrr'l'u ~1ItiaaI. liar tho JIIIlPOB' ofSGlltlgn 9(g) Dllhis ~ iI~ .4,tDd ~ B '4'10 _ mIIb e. f11lll1WllIJ raprselllaUall:

Illt DfIt. ~Irtd by fmY app~ laW, 1\111IlOdifitt by tho pnotIlIO at III)' rclcvllI1 SQVmllllMIII amama 1IlItJIorl~ II! U)'lto1DftlItllnildlclfDII to matclllY dc4DadDn or ~blI tnr or~lIl111COW1tqf lIllY T"_ lIllY pa)'lDeI# C01br.r WsollPrNt Wl4rt' S~IIIII 2(,\ fWCID and 4c.l of IbU ~ to 116 nuda 'Y It to !lie o1Iw JIIrIJ IIIJdar dlf; Apatneilt. fAllltkh1a Ibb ~III, 11 may rely em. (0 11m 1IIXl'lllaC)' of Illy ~ IIIQIJa by die DlI1II' pany p!QIlIIIIIt III Gadau Sef) at1bil A;tccnlltt (II) 1110 II1IIfBI!oD of tb ~ of tbo oIhar twt1 COItIIiatd ill SaDdoll MaW at ~ or 1hlt #\aIUIIInt ~ tII& ICCIInlCy anll &&otYWU of I'lrf ~ JII1W14=I by the • part,y plll1llGllt 11) $f&IIgn dfnllD III' MAl!i!il r,f Ihll ~ ami (ill) 1l1li tdafaalicll of tim ~ at 1ba lIIbu party cCllllllblIld in EMden HIl) of d\Is AplamW,IIIIZJidad that It ahiJllIOt be ,1Ifta&:II of tbII ~ whem ~ Is pla!! l1li c1au&e (U) &lid 1110 0111111' JlftI1Y 4III=i antclflUvar , 1brIII CIJ dlll:llllmM IIDl1I11" 8!;gt!M fCtlCiD of IllEs .~1IICIIt tJ)' r=uoa. Gf JIIlllIrlAl prtjlldico 10 Itt lop! Dr ~I )WIltIon.

(It) ,.. 'hz BtlpnPllfallw. NQI: ApplkQJa.

Patt 51 Aptmmt to lteliver lJoMrIm!J

IV cG pUIpOSII rIl ~Ql8 4lalal a4 tID. of 11111 ,\pIm.ant,.CIb pa~ .,_ to IIoIIYeII' 1be tmlowin: docllllllUll, WI 1ppIIca1IIe:

(II) JIGt'1 A IIIIdParty B will dc1Jv= S'DrIIIlI atINor dDGlimmIIII4=:ibcd m &SOlIMl)ffii) of tis Apomu4I1j1Cm

reuoaaltla IImIaIId by tb afbar party. •

(b) Otllcr dClllU'lDCftlltO 1= deUvond 1ft' Naill!

20

- - -- --- ._--

11157

I..EH'1AN ~ 915467584124

NO.79B

J1art 4t ~eous

(II] Addrasm fllr NotItes. For lf1e purptHIa tJfStgj!gp !2Jal or ftlII ~t Add!llllfarlllldc:clllr ~CIIII4PMt1 k

~: L6hmIln B~UII IutulIILtIMIaI (SuropD) 2S)a1lkS~

LImdoII Bl4 51E

~glnll

A1I=II_ DaIl1llJallldcm Mall&p'

TeIopllOllD No.1 (44) 10' l02.l209

Pae.sImIlcNa.; (44) 207102.2004

For 1111 purpoes.

Mbms 1m noticI!IJ Ill" cammunlc4tkJn$ln l'IIfty Elr

AdIhwl;; 1.0:_ ntatbrlta Sp=fal FlmmGIng lrIo. 010 LahmIIIIItOIbm tI)It.

145 SIWaIIfh AVCZII1e, 2'" Floor NpwYOJt.NY '0019

AIIe:InI01I' DDC!II1ltIItalillft MantfSf

~~No.: (2lZ.)526-7t87

facslmllaNOJ CU2) S2.lS-7671

PGrallplll:pOll"

(b) Proea8Ap1I. Porlho pmJIOllI! ot9AA!lou 13", of1llls.Apomcrll:

~ A ~~ ~ 113 Preclal ApIIt Nat appUaabto. l'Iny B 4ppOiDII a& lIB bOUli Apnt Not appliDl\)Jo.

(e) om_ TIleprDVlliDIII of aFlaR LaOO ...m tlpJllY IIJ 1hI. A&l'=mml.

(4) MuUi~ pw.Pa'tbb}*lPmlD Dfam!au SQCc) otlhls ~

lmty A " .. Muldbl'lnch Party m1 may ftIl1. 1l1JOllS1\ ~~ Mad offiD6 tit lAndon all" tbc fIlllowitIIr Om=a: ~ ~MaIlrl4. Mi1aI,hrie, S~, Bt.ockholm.IIIlII Z'l.IrIoh.

Party'S I.B not a l4I\1IIbraIlCJlPIlftY.

Cal~ Apllt. Tbe Calculill50ll Apnlla 181'1y A. U1I1e11 o!bclWc apeojlkd ilI. .. ConfimWlan ill relation ltl thII rDIMl'IC TtlI1IICIioJI.

(0)

CmUt 8lIppCIrt DlIcmDDIIt. NDJioJpUDablO. ~ Support PI1I,ider. Not AppJicablt.

CMOmIng t.a'W. Tlds ApumtJll will be IDVlIllKIIS by III" COIIiIn1ed in flCConImae. wtIb w law, ot l3upD6

6n4WIIle8. •

Neutng oI~~rmmt& 9u!m!!rJl6l!!1b (b) otBCGtIon 2W of chlt Apt.lllOlJl wUI ~ ~y 1.0 lIllY TI'JIIIilIIItioIll.

co

leHMAN ~ 916467584124

ID "Afflnaeen wID 1I,VD W 1IIOIt\iof5J1OQifiod in &!sIiImJ4 Of ibis ~

(I;;) ,)'urfrdldlllll •• 1I! lllrb,ll& hnb)'1Il1lCIIdcd by, n) dclednamlbl -=olld liollOfslbl'ar.8I'IIP) (I) IfI.eteofthli 'MII'II "non-";1II1Il CB) do_ the fi .. al pua8Jtpb II'It=t

U> Ha ACialq'. It Is cntrtinJ btlQ dlla A~ IllY Credit Support ~ 10 wblab It II • p&I'tY. elch TnmIcIto1i, amd 1111 tl1bc:r ~ relallna 10 Ihfa ApMnnI IJJ' lIlY 'l'rin.!Ictfott A& prJDIIipIl Wod IlIIlIlll __ arln l1li)' ~11If ~Ij,1!dIJDW:Y or Q~8).

(lI) Dglblt cantrad 'arUcl,.m. Ie II 011 MelI5fb~ 00JIIrBC pITIiCIpItIl" wlIh!n ilia ~I cf Seclfcm l{a}(12.) of Ibl CCIlJmtDdiI1 Exchu!p Aero

(b)

,

TrlJlSfer. ~1nJ MYIhftIH to lhII t:Imtmy II BAaIim1 of IfliII ~ let)' A may aulp fa rial* I11III abUpdllJli II!ldIIr fbI, ~ ill 'f8IDlto an4 acn.1D part, 1D an, Afmialll of HoIdmIJi 6dva UJlOIl d.tJ1-.y 10 llllt)' a or1llo JIWU= \ly Ro\dIJp, .. fIwar ot~ D, otthl obllpllau of IlIIlh ~ such JIII!I'Il11IUI to be fltbI:r.vftIIltIeIlliIIa! to dle summllfC _III lIft'abtofthO oblipUnai of1ha tmmftrmr.

NaUta. Por lhc p1lIpOsta Of AllI!IoeC!Qn, 08) DWf 00 of ~QIl12m Ik dillS at reooJpt man be prRIIIlII!4 to bt 'lbDda~ 1M11f_n al.qcp1 Jhl.-nll)' Dr. fhaU&nton ,l.tlc;aI BlIIilall J:)ay, m. _of~p, IIIA1l bltJlflAllUd to be dill fin, lAaAl ~DII)'''1IPwbIi tho ~ Inr..

BaMt.e !If Proeesa. 'lbo' pmllIiIIlIIICI Ill!lltali:I! or 8q;I!op 131A) ahaIl be emondod \Iy uddlllJ ills tbBuwlllIl IIIII!IIIP at tha IIDd 1I1111K1f1 "if pClmlUCd 1u Ibc ~ .&11m t1!I ~ aro imtlalcclllllll Ja UIe JIII'IIdiGIiIm WbCIII ~ b 10 ba 1IlIIIIa.·

OIIIa1IuIcIInl tlplldJbll TraIIncfIDJII. Vpcm b ~ oftJna AptmJIIt, IIDIora otherwlm apcIto fII writing by tJ-& pm1iC8 to tbla ~t wltll ~ TO .ftIIlIICfI\eIl Bpdr.d ~, d SpeciHcd TrBnsIe'dCllllI1llll Gl.IIIIIIIIdJtJ balWUWl ~ pIII1Ics IIbII ~ AllIJect JD 1hc tams hmoI.

WaIver or'l'rtal a, JI1J'1.IIIs* BI it permIIIIIIl bylaw, iICb pII't)IlrrevOOBbly ~ IlII1W au_m Dial tIy JDIY In any lop! procecdfng 111 t;QmIIIC1tol'l ~ tbl. ~ Dr IllI'J ~. and iClQIowledpt that DIll ~is 11 maIIIiIIlnducalInt If! 'diD allier pllftY'l J1IfIrlnB- t11IJ ~ UlIt _ 'l'IaIltM1taP ~.

A.t:t:Imlq at SpeeltIed Womdt.. BoaMn )Cdlll brI\Iy IImDIl&d by llIdbIa In dill 1hIn!.ltIlc 1baecIS' • tho WIIt'Il "rIIapIDt" aIId ~ 1he ~ die wmdI"ar, in 1IID CMe Ilf !IIIdIImI ar umII)djlt.cl tillIMlIl ~feI1IOIICI or IlalAm WIllI. I taltpmDlllldoa afGlo fhwIaIal ~ flfllla Jdmmt pcncm,"

Umned TrauIldllmL 'mIl ABr_lIIIItlbal1 ~v,,", aU T;tmU~tiOllS 6Iltlnd lmoblll\1lllllll Party A 81'Id ~ B fill" whleb there is a'fI eqll&l anllllJlllDll!~ 'l'r8llSllC1km ~ LBrB aDd TQ ~IIbDo OflllJy govom= by III ISDA MA&CCI' Apman~ppd C!ld& fJuppon NlJllll.8!\1ImIIl1lllD b=wttR IhoBO pmu.1Il1d d4tIId 08 :rn2QQS.

(C)

(c1)

C&l

Pm ~ A.itdHlllaei TIIl'IIlII fol' FX TnnIIItlIonaoanil CIImney CpU_

(I) JacorpOl'U1loa lIIIil ~lIt 013118 n ami CWiftI1 Optloll p.ldonS

(I) I!IC!!QlMaIIgp or I92A me and QuQm!OY 0D'iPl! Ds!f!JriliQna. TIle ]908 1« l1li4 Clmll¢y 0J6In p~tio'DII (Ilia "1998 D.l1l11doua"), publllbA by ~ ~ SYnopt IlId llarfvalivlII

1-13.798

LEHMAN ~ 916467584124

NO. 798

As$III:iMitm, Inc., 'tile BtntraiIlB ~ 'bU~ra MraciIIIlon 1lI1l The foralilfl ~ Conunittae. are be.reby IsIa.a!'pIlnlIell by ~ ~ nospeClIO &Ill' "CuIellCY OpUon Tfl\QtllOllotla" Mil ''PX 'lftMIIIIUCII1S" u dlll1M4 by Ute 1998 OafJnttlDu. cmpt III olllel.Wb~ 5J*ftiollJly proyl@4Jlt#i1I or In lila Confirmation.

(ul AnImIIImom of '11gB PX!I!Il1 C!!mmQy QptIon pel!nlt!ppl. '.I'IIe f'6I1olVlllll am6lllinlema are made UI w. mB DefiDitiollS1

ScedadJ oflbe 1''18 DcfInitIolIS I! I1I'leDdcd by addlJIt 1116 folJowilljt .. Battiou2.1(b):

Currl!11q OblipUfm, '~oy Dbllllltlcm't IIIDIUII tbo rm4cItaklng of. par1$ ~ 10 reoei\'11 or de}iwr mt Ill'IIOIIl1t at ClllTencI)'. hlDladlll' tl1lIItIDd CiIrtIrJley Obllglllim, and iIIobldlna M)' ~ ObliP1lon PJl"IouaIy 1:lI_1ll1t1 by" paniM.

(tI) Coufil'lllll1lOll$. My COJIfIrmatto'O ('w~ p1l)vlda4 )Jy mcU. heal_ HIlIlll or atbrsr e1eettcn1c ~ am! wbalher manually or clac1I'O!ricIII1y ~ ill ~ af lillY l'X 'l'mIacUon or ~ OptIon TrallWllon huo wld:b lila pam. trA.'J entlt. or may !lava.-eII lIIto prior to 1bII cI~1B IIrnof. 1fI1Ir faf1t by m tonnJ to ~Jy elCc:J* \1}e _p"UCIIlIan r( this Apemenl ,.~U (10 tb axtUlt not alhoroviJ8 p!)Vided far In tilla AFllllmCnt) (i) QOII!J~ a ''Coflfirmaticm'' u lIIfamd III i111hIa .... PIMIIIIWIIIl wlun not 10 1?ccifie04 ~ _ ccnfirmDlian IIlld {iO mpplemIInt. fbnn • patt lI( 1IId. bo nlQaCl Ulllli5 ~~ ltd all proyjliallS In 1bI& ~"lIIlovta11811cl1 ~~u1llOdlH=d UloTdJI.

(1:) NuMI1I .ad a~ hMslmJr. SIIIIlkwI 2(c) .b8JI JIOt apply II) JIX Tl'IlIIMCtiQIIlI CIt Cu!:rcIIc)' OpIlOll ~ fnlBl1~,1ha ftIIJ~wina:IIhIIlIIlJlll1)r:

'C,Tnlcls DlNlvliaa qreed by 1ha panita, wbn>m Nt PX 'l'I1mIactIan is ~ 1m ~ b piVtlCf WhlOl1 areatIf • ~ ObllBidD1l m Ihs IIIIOIl 1IIImIIICj' alI4 'fill' Ibo PO ~a!l!", :Dattou l1li ~BIInJ ~ O'ollpdon lm.'\YIq t1m prict, IllCIb C~ Obligatiolll IbaIlllutolllldclllb' Imd WI1hDUt ~1lI' aatIIIII tla "r.Ud, bulivk\uall)' clQllllllcd 11m! iIbmIlllUlaOll5lly ~ thma~ II01'AIIn. by t 118111 CImIlG)I Obllplfon undctr which 1M party llavb!i 1he abJiplio8 11) delIver 1!lc atUIftt anreJlllll amoum at ~ ftll be obllpted ID dc{lVII'tilO eocaea or w:fI pIIIIr ~ ClImmt:)' Ullin over.1JOll J~IIII' IIIIIJr'BpIII CIII'IVlIDY 1tIIQ\lIIt, $)lei! JIIW ClurIflCY O"PlAtiQIl $bl),] be GDlllIidmcd • ''CIamIl1lY ObUptklf' IlI1det tUe AsrDOmIIIlL

(II) Nelllnt. DIeqhetm! 1114 Tmm!na!lgg wi!!! ll.mpct 1p Cmrrnqy Omhm l'JmIaetlOll5. 'n1t. f'oJJowiug prQvlslDtlllball apply to Cl.1ImJil)' Option 'l'rlnWItlollll

tt'@a o~ aped by IbII plll'1lel. 1tf'J CilI or hi wrlIrAD by II purty 9IiJ1 IUlI2mAli~Ly bD lllmim:cl and dIsclJerar.d. in WI1Ol6 01' In prt, .. 6JIPlltrable. 4!Atnu .. can ar IIl'11t. ~IIdYI IlIrvIIlJl thII .1lUID ldal'ltleal lennI, ~ by Il1o elililt' JlId1.)'; and. upl)n 11111 - of S1ldl n:rm!.atiaa IX dlllAbatJllolllli1lltr pty IbDIIhIwD IfIff ftlrfh.,. Qbliptilm 1O the oUI~r paJ'l)l hl respect of ~ parB (0 tmnInaled II11II dilcbaraed (CIlCUIpt far !hi abli8G1lol1 of 111_ p4lty to pay iIrIY pJ'llUliQm due, but DOt pal4t IhereulldDr); Il1I4 ~ I'WtIAInInS panlan qf lillY CIIIUIIC)' Optian TlInw:tiIlIl, wb!I:h ii pnllll)r dlSCllfll'PlllIJI4lermhlll1ed. allell COlIthIgo 1')1$. 0In'IIn~ 0ptIcm ~rullII1der !bit

"'~t.

Cd) lneuna~ 111 Ibo~CIII Df~ c:cmf1kt ~

[i) Ille tmDs of A DoItverabJe PX TrallBlllltlon OInftnnalllm AIlIllhl. ~ _lIirJU af Ihl:!

ApmsntlhaU ~

(II) 0» tttIm of II. Delil/alablc !IX l'rW1IC",*, canrumatlan, wIXItc 1II~ ColItIrmadan cxplleidy BRiIIII dIIIt h ahall ICI ptCIVII1I IIJd hal bcQ11lpc4 by blltll pt.tfiaI, iu ItJD aMll 1\1»11" lb~ ICI11U ot this Ap=ml1U;

-------- -----

~B5 11:57

l..EH'1AN + 91646'7594124

t-[] • '798 [;JOO

CUI) !lie IUIN Of « CIumIc:y Opdllll TrrmsatlIIM CI' II Noll~lvrlI'IIllIo n. TrauJactlOlt CClllfimiation IIlItI 11~1 ~ I&bma of Ibo ConfIrmaIfOll wit aupsrude.

(0) J)aft!1IflClDi. SWion ! 411 hcrcby amendell as ronowr.

'lbl dafiIliI!cm ot"rlDml'lllfed ~ .. 111&11 b6 de_ hi mtlhidA ~ O'bIllpulIlDt.

T!m plrlills CI~ 1hJR S4aIulI! haVII ~ 1110 M.- ApmeIIt IIId bm IIped as '10 tile c:tm!llllhI of Ihi. ~

EXHIBIT D

· (MnltlcmTeney-Cross Border)

International Swap Dealers Association, Inc.

MASTER.AGREEMENT

dated as of March 25, 2005

LEHMAN BROTHERS SPECIAL FINANCING INC.

and

LEHMAN BROTHERS - INTERNATIONAL (EUROPE); ~-.

SEOUL BRANCH

have entered 'und/Ilf anticipate -entcnng _mlo one or more transllCtJons (each 8 Transaction) that are or will be governed by tins Master AgrCement, which includes the schedule (the Schedule), and the documents and other confirming evidence (each a Confirmation) exchanged between the parties confmning those TransaCtiODS

Accordingly, the parties agree lIS follows' -

1 InterpretatiOn

(a) 1Je;fiiJitJom. the terms dofined in Sectmn 14 arid in the SchCdule will have dle mClIDlngs dlerem spcclfuid for

the purpose of this Master Agreement. -

(b) IncoMistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevaIl. In the event of any mconsiKlency between the proVlSlOllS of any Confirmation and this Master Agreement (mcluding the Schedule), such Confirmation WIll prevall for the Pll!pOscs of the rcIcVlltlt TransBCtlon

(el Single Agreemell1. AU TCIIJI56ctions are entered mto m reliance an the fact that this Maste.r Agreement and all Confumabons form a single agreement between the parties (collectively referred 10 118 this Agreement). and the parties would not otherwise enter into any Tnlnll8ctions _

2. Obligations

(a) General CsnditionB,

(l) Each party will make each payment 01' dcllvcry specilicd in each CoofinnatiOD to be made by it, subject to

the other prDvjsions Df this Agrecmeut. -

(ii) Payments under thIS Agreement will be made on the due date for value on that date in the place of the account spec,died in the relevant Confirmation or othClWlsc pursuant to this Agreement, in freely lransfemblefunds and In the manner customary for payments In the required currency, Where settlement is by dclivcry (that is, other than by payment), such delivery will be made for -receipt on the due date In the = customary for the relevant ebliganon unless otherwise specified m the relevant Confirmation or elsewhere in this Agreement.

(m) Each obligatIon of each party under Section 2(a)(i) is subject to (I) the condition precedent that no Event of Defa~Jt or Potential Event of DefBult with respect to the other party has ocClJITCd and is continuing, (2) the condnion precedent that no Early Termmabon Date in respect of the relevant Transacttoll has occurred or been

effectively designated and (3) each other applicable conditiDn precedent specified in this Agreement -

Cap.l'flllblO 199.2 by l!nemabonal Swap Deal .... AuaCl81.0ll, Inc

velue of that which was (or would have been) required to be dcl1verctl as anile ongiruln~eaClfiilU:rnC;---------for delivery, m each case together wtth (to the extent permrtted under appllcable law) interest, in the

currency of huch amounts, from (and mcludlog) the date such amountb or ob1Jgallons WeJC or would have

been required to have been paid or performed to (but excludmg) such Early TermInation Date. at the

Applicable Rate. Such amounb of mterest will.be calculated on the bBSis of dally compoundmg and the

actual number of dayb elapsed The lair market value of any obhganon referred to·m clause (b) above shall

be reasonably determmed by the party obliged to ·make the detenninatlOD under Section 6{c) Dr, If each

party Ib so obliged, it shall be the average of the TermJlllltion Cu!'JCII.CY Equivalents of the farr marlcct

values reasonably determmed hy both parties

IN WITNESS WHEREOF the parties have executed this document nn the respective dlltes specrfied below WIth . cnce! from the date specified on the first page oftiuB document

LEHMAN BROTHERS SPECIAL FINANCING INC. (Nanle qfParty)· .

~~~~2Z~~~~~~

Name I Title Date

LEBMANBROTHERS INTERNATIONAL (EOROPEhSEOULBRANCB.

(Nfmre tJf Party)

III

SCHEDULE

to the

Master Agreement dated as of March 25, 2005 between

LEHMAN BROTHERS SPECIAL FINANCING INC. ("PIII'ty A"), a eerporanon organized under the laws of

the State of Delli ware

and

LEHMAN BROTHERS INTERNATIONAL (EVROPE), SEOUL BRANCH ("Party B"l, I! branch In Seoul, Korea ot a company Incorporated with unluruted liabilIty

UDder the laws of England and Wale'l

Part 1: Termination Provisions

In this Agreement.

(a) "Specified Entity" lIIIIIII1S

II! relation to Party A f~ the purpose of-

. . Seetion -5(n)(v},· Seebe" S(al(vll, Sec~1J1l5(a)(vm, SeepoD Sfb)(jyl

. Not-applicable.

Not applicable Not epplicablc Noi applicable

andm relauon to Party'B for the purpose of'

!lection 5(a)(v), 80010B S(a)(vll, Section Sla)(yul, Seebo" SCbl(IY),

Not applicable Not apphcable Nen applicable. Not applu:able

(b) "Specified ~s8ction" win have the mCBl'WIg specified m S!lCl:!Dn 14 I)C this Agreement.

(e) The "Cross Default" provl&ion~ o! Section 5lHlCyJ) will apply to PartY A and Party B The following proV1lo1911S apply

"Specified IndebtedneSs" will have the tOOaning spe.cified rn Sec!Jon 14 ofthil. Agreement'

"Thresbold Amount" means the lesser of (1) USD 75 million and (II) two percent (2%) of the Stockhnlders' EquJly ofI.ehman Brothers Rokbngb Inc. (,,'Lehman Brothers HDldmg& Inc" or "Hnldmgs"), In the case of Party A and Holdmgs (or its equrvalent in any other currency), and the lesser of (l) usn 75 milhon nnd (II) two percent (2%) of the StockholdCIll' Eqwty of Purty E or any Credit SUppOll Provider of Party B, in the case of Party B aDd any CredIt SUPPDrt Provider of Party :B (or Its equrvalent In any other currency)

For purposes hereof, "Stockholders' Equity" means WIth respect to an cntJty, at any OJnC, the sum at such time of (i) its caJl1lal stock (mcluding prelerrecl stock) outstanding, taken at per value, (u) Its capItal surpl U~ and (iii) JlE retamed earnings, minus (iv) treasury stock, each to be determined In accordance WIth generally'

accepted acccuntmg pru1ClplOb consistently applied. . .

(d) The "Credit Event Upon Merger" provisions of Section 5{h)(jyl will apply to Party A and Party B

(0) The "Automatic Early Termination" provisron of Section 6fal willllQ! apply to Party A and will apply to PM.!)iB

19

PanyAand Porty B

Incumbency certrneate or othar evidence rcru.onBbly satISfactory to the other party of the authorny and genuine signature of !be Individual signmg the Agreement and any Credrt Support Document on behalf of such party to execute the ~ame

Upon execunon of tim Agreement.

Yes

-------- --_._---_._-

(t) Payments on Eatly Termination For the purpose of Section 6(c) of this Agreement, Loss IIJld the Second .

Method wIll apply.

(g) "Termination CIll'J'eIICY" IJlC8ns Unrted State& Dollars ("USD")

(h) Additional Termination Events will nat apply

Part 2: Tax Representations

(a) Payer Tax Representations. For the purpose 01 Section 3(e) of this Agreement, Patty A and J>arty II will each !IIIlkc the followIng repw.CDtation

11 is not requlI'<lCl by any applIcable law, as modafied by the practice of any relevant govemmc:nllli revenue Buthonty, at any Relevant Jurisdiction to make any deduction or Wlthboldlllg for or on account of any TIIX Cromany payment (other than Interest under SectIons 2(el, §.!dl!ill or ~ of tIus Agreement) to be made by It to Ibc other party under thlb Agreement. In malang this reprcsCntatlon, .It may rely on (I) the accuracy of any representauon made by the other party .pursuant to SectIon 3CD of tbis Agreement, (u) the "IlusfactJOn(h) of the agreement of the otber party corrtained in Section 4Call!) or!OO!.!!U of thiS Agreement and the BCClJl'8cy and cffccitveneSs of anr iiiiCiIiJicntJlrovided by the other party pursuant to Section 4r1!lo} or 4(o)Uul of tins Agrecmcnt, and (10) the satisfac!Joo of the agreement of the other party contamed 10 Secoon 4{d) of tbi& Agreement. provided that n shall not be a breach of tins representanon where reliance is

. placed Do-clausclll)1IJIli-thc1lthcr pany-docsnotde1iver.ajonu.or.documontunder Sectlon 4(a){III} IlfJ:hJ~ Agreement by reason of material prejudice to I~ legal or commcrollil po!oltion

(b) Payea Tax RepresentatlollS. For the purpose of ~rnon:i(fl of this Agreement, Plifty A i'li}Iresents that It IS a cOIpDrBtion lh!ly organized and vahdlyexisting under thc.JaW& uf the State of Delaware and_~ B represents that It 1& the Seoul branch of a company mecrporeted witli iJiJlimited JuiliJhty under the laws of

England and Waleq. .

(0) Tax Representatlous in Confirmations.· For purposes of SectiO!!8 2(dlCtl(41 and ~. Bny payee tax rcprcsenlBtlon IopCClfted in 8 Confirmlltlon under thl& Agreement shall be deemed to be spccliicd In this Schedule

Part 3: ~reement to Deliver Docwnentft

For the purpose of Sectigns 4(a)(1) and ful of Ibis Agrcmnent, eacb party 8gI'CCb to debver the following documcntb, 8S apphcablc'

(a) Party A and Pat1Y B will denver forms and/or docoments described In Section 4(ol(lul of tius Agreement upon rellSoPllble demand by the other pai ty

(b) Other documents to be delivered are

party required to

deliver document ForinlDocUmentlCertilicate

Date by which . to be delivered

Coverodby Section.3(d)

20

Yes

........
Party required to Date by which
deliver document Forrn/Docmncnt/Certificate to be delivered
Party A al'ld EVIdence reasnnahly sati~factory Upon execution of this
Party B to the other party of the authority Agreement
of such party and its Credi.t
Support Provider to enter Into
the Agreement, any Credit
Support Daeament and each
Transaction entered into
hereunder
Party A and A copy of the annual report of Its Upon request
Party B Credit Support PrOVIder
contalblng audited coIisohdiiled
financ1IIl statements for such
fiscal year certified by
independent publtc accountants
and prepared in accordance with
. geiietlilly accepted accountmg
prmciples conMJ.tently applied.
Partykand· For-its·ma&trccent-Jiscai-quarter,· UponlcquCst
Party B a cOpy of the uMudited finanCla)
statements of its Credit Support
. Provldcr prepared in accordance
with generally accepted
accounting principles
consibtently applied
Party A and Any CredIt Support Upon execution arlbis
PanyB Document(B) specified m Part 4 Agrccmcnt
of thu Sth edule. Covered by Section 3 Cd)

Yes

Yes

·No

Part 4: MiseeJlaneOlJS

(a) Addresses for Notices. For the purpose of Soctlon 12Ca) of thIS Agreement

Address:

Lehman Brothers Specu!l Fmancing Inc clo Lehman Brothers Inc

Transaction Management Group Corpnrate Advisory DIVISIon

745 Seventh AVCJlue

New YOlk, NY 10019

Attentton' Telephone No .. Facsimile No,

Documentation Manager.

(212) 526-7187 .

(212) S'lfj-7672

For a]) purposes;,

Addrc~ for notices or commumceucns to Party B

21

,.. . .

- . - _ .. - ._- .- -- ._- "--"_----

. _ ,;.._. -:::-:-::_-.----._---~======-===-

Addrcl.s·

Lehman Brothers Internauoual (Europc) . 2S Bank Street

London E14 SLB

England

Attention. Telephone No. Facsimile No •

Documentation Manager (44) 20 71021209

(44) 20 7102 2044

For all purpohCh

(b) Process Alen_t. Far the purpose of SeCtIon 13(c) of this Agreement.

Party A appomts as Its Process Agent

Notapphcable

Party B appomts lIS its Process Agent·

Lehman Brothers Inc

CorPorate AQ.vu.ory D1V1SJ01l . Transaction Management Group 745 8cveDth Avenue

N~ York, NY 10019

Attention' Head ofTraosliction Management Group. New York'" ,

(e) Offices The provlslDll& of SectIon 10Ca) will apply to t1uh Agrec;mcl1l

(d) Multlbrabch P8rty. For the purPo&C ofSilCtion lO(c)oftlus Agrcenient.· Party A IS not II Multlbranch party

Party B is not a MultIbranchParty

. (e) Calculation Agent. The Calculation Agent is Party A. unless otherwise 'qleClfIed m a Conf1IDllltlon In rellltxm to the relevant Transaction.

(I) Credit Support Document. DctaUh of any Credit Support Document, each of which is lDcorporated by' reference m, constrtutcS part 01, end JS In eonnecnon with, this Agreement and each Confmnlltion (unless provided otherwise In II ConfirmatlOn) as If set forth in full In tins Agreement or such Conrnmation'

In the ease of'purty A

Guarantee of Party A's obligations bereuru:ler in the furmanncxcd hereto lib Exhibit A to this Schedule.

In the case of Party B:

Guarantee of Party B's oblIgatlons hereunder 1D the form annexed hereto as ExhibIt B to t1u& Schedule

(g) Credit Support Provider.

Credit Support ProVIder means in relation to Party A· Lehman Brothers Holdmgs Inc.

Credlt Support Provliler means in relation to Party B' Lehman Brothers Holdmgs Inc

(h) Governillg Law. This Agreement wJll be governed by and construed m aceordance with the laws of the

. State of New York (wlthoutrcfercncc to choice of law doctnnc) .

, (1) NClWJ!ggf Payrp,cn~ ~ragrapb ClJ) of Section· 2(c) of tins Agreement will ll.Q! apply to any

TIBDl.actions,· . . ,. .... . .

22

- - -------=-::::=:=

"_-_ ... _ .. -:... ... _ .. -- ':','_',..,. ..

. .. ... . - ._- -- .. _----_._---- .. -.-

........... _ . . .... ... ."

(I) "Affiliate" will have the meaning spccified in SectIon 14 of thl~ Agreement, provided, however. that with respect to Party A, bUch definltlon shllli be understood to exclude Lehman Brothers Derivative Products Inc, and Lehman Brotbcn. Fmancial Products Inc

(k) Jurisdiction. SectIon 130il is hereby amended by {i) deleting in the second lrae of subparagraph (I) thereof the word "non-", and (11) dcleUng the rmal paragraph thereof. The follOWing shall be added at the end of SectIOn 13M' "Nothing m tlns prevmon shall prohibit B party from or.lOgmg Dll acuon 10 enforce a money Judgment in any other jurisdiction ..

Part 5: Other froyisioIIB

(II) Representafions. ~ of thts Agreement IS hereby amended by addmg the following addnional subsecnons.

(g)

No Relillnte It Ib acting lor its own account, and it has made its own mdepcndenl decuilOlllt to enter into that T1lIIlsIIclloo and as to whether that Tr.msact1on IS appropriate or proper for It based upon ns own JUdgment and upon adviee from such advisors as ir has deemed necessary It rs not relymg on any commumcatlon (wnnen or oral) of the other party Db mvestment advice or as a recommendatum to antm' mto that TransBClJoo; n bemg understood that information and explanations related to the terms and comiltions of the TransaCtlDll will - not be considered investment advice or a recommendation to enter mto that Transaenon No eemtmmrcation (written or oral) received from the o1hcr party will be deemed to be an assurance or guarantee as to the-expectcd-resultHlf. that-Transaction. --- - - -. - --

{h)

Mt!n;ment Dnd UndBrstmuUng. It IS capable of assessmg the mcrm. of BOO understanding (on its own behalf or ~gh mdependont professional advice), and understands and accepts, the terms, condlnons and rISks of that TransactlOD. It IS also capable of assuming. and assumes, the rISk!. of that Transactlon.

(i)

SIIlbu! oj PDrlh&. The other party l~ not actIng as II fiducwy for or an advisor to n in respect of that TransacDon

No AgenCJ. It is entering mto thl~ Agreement, including each Transacllim. as pnnerpal and not as agent of any pcrsoo or entity.

(Ie)

Eligible Contract Participant. It 15 an "eligible contracr par'tlClpant" Wltiun the UlCamng -of Section 111(12) of the CommodIty Exchange Act

(b) Set-otr. Section 6 of this Agreement 1S hereby amended by adcbng thc following new subsection 6(f)

(f) - SeJ-off.

(i) In addrnon to any cghts of set-off a party may have as a matter of law or otherwise, upon the occurrence of an Event of Default, Credit Event Upon Mcrgl%, or an Additional Tenninarlon Event and tbe desJgnation of an Early Termination Date pursuant to Section 6 of the Agreement Witt! respect to a pany ("X"), the other party (~Y'') will have the nght (but not bel obliged) without prior nonce to X or any other person to set-off or apply any obligation of X owed to Y (and to any Affiliate of Y) (whether or not matured or contingent and whether or not arismg under fun. Agreement, and rcgllI1l.lCll5 of the currency, place of payment or booking offICe of-the obligauon) II8JIInSl any obllgation of Y (and of IIOY Affilia~ of Y) owed to X (whether or not matured or contingent and whethc.r or not ariSing under thIS Agreement, and regardless of tbe currency. place

Qf payment or booking office pf the o!JllgQuon) -

(ii) For the purpose of cross-currency set-off. Y may convert either obligation at the applicable market exchange rate selected by Y on the relevant dale.

23

(ru) Il the amount of an oblJgBtJon is UllIIScertmned, Y may m gocX!. fiilih esdmate that amount and setofT in respect of the esnmate, hubjcct to the relovant party lICCOunting to the other when the amount of the obliganon 1& ascertained

(e)

(Iv) This clause (0 shall not constitute a mongagc, charge, hen or other security interest upon any of the property or as&cts of either pany to thIS Agreement.

Tnmsfer. Notwithstanding anythmg to the contrary m ~ of dus Agreement, Party A may as~ign Its , nghts and obligations WIder thu Agrcement, in whole and not In part, to any AffIlIate of Holdings efTective upon dcI1very to Party B of the guarantee by Holdmgs, In favor of Party B, of Che obligations of such Affiliate, such guarantee to be otberwille ldenbcal to the guarantee !hen in cliect of the obhgations of the transferor,

(d)

Notlees, For the purposes 01 subsections (ull and 00 or Section )2,(a), the date of receipt shall be presumed to be the date sent if sent on a Local BUSlIlcss Day or, If not sart on a Local B usmess Day, the date of I'CCctpt.sball be presnmed to be the [lI'st Local BusIDe~s Day Iollowmg the date sent

(e)

Service of Prows. The penultlmate sentence of Sccnon 13(c) hhall be amended by addmg the followmg ianguage at the end tbcrcof "If permitted in the Junsmclion where the proceedings are inittatod and In the Jurisdiction where service Ih to be made."

(0

Outstanding Specified Transactions. Upon the effectiveness of tlus Agreement, unless otherwise agreed lomwctmg-by-thepllrties to this Agrccment_wi_tb, ~~_t~_enu~tcd SpecIfied Trwactions, all Specified Transactions then outstandmg between the parties shall be subject to ihe tenil5-lieiCOf' - --, -

WatVer ofTrlnl By JlJry. Wsorar as 15 permitted by law. each party irrevocably W8lVeB any iIIld all nghts to trial by jury in any legal proceedmg In conne~I1OI1 Mt!! thIS Agreement or IIny TransacDIID, and acknowledges- that th!s Waiver ilin inatCrial inducement to the other Part:Y's enteringmto thIs AgreeiJiC)lt and each TI'IIIlSactlon hereunder

(g)

(It)

Accuracy (If Specl6ed Information. Section 3@ is hereby amended by adding In the thutlline thereof - after the wCll'd "respect" and before the period the wonh "or, in the case of audited or unaudJted finaiu:jal slatementll or balance sheets, a fair presentat:Lon of the IinanCllll condition oftbe relevant person ..

(i)

Failure to Pay or Dellver.Sect.ton 5(1l)(1) oI this Agreement IS hereby amended by deletmg the word "thud" anchnsertmg m lieu thereof the word "first".

(J)

Escrow Payments. If (whether by reason of the time dlffurence between the cities in which payments are to be made or OtherwIse), it. is nor pOSSlble for Sunultaneou6 pay~nts to be made on any date on which botb parties are required to malro payments hereunder, eltber party may, at its OJition and rn Its sole discretion, nottfy !he o:bet plirl}' tbat payments on that date are to be made ill escrow. In thIS case, deposit of the payment due earber on that date shall be made by 2'00 P m (local time at the place for the earher paYJnellt) on that date with an _ escrow agent selected by the notifYing party, accompanied by UTcvocablc payment mstructions (1) to release the deposited paymeot to the intended recipient upon 1CCetpt by the escrow agent of the required deposJl of the corresponding payment from the other party on the same date accompl1Jl1ca by lII'CYocable payment instructions to the same effect or (2) Jf the required deposn of tbe corresponding payment 18 not made on that same date, to retum the payment deposited to the party that paid it into escrow The party that elects to have payments made In escrow shall pay all costs of the escrow &m!ngoments and,shall cause those 81T8IlgemBlltb to provide thaI the mtended rcclpient oftbe payment due to be deposited first shall be entrtled ttl Intofest on that deposited payment for each day In th~ period of Its deposn at tbo rate offered by the escrow agent for thlll day for overnight depnstts m the relevant currency in

. the office where It holds that deposited payment (at 11'00 a m local time on that day) if that payment 15 not released by 5.00 P DI local time, oil the date it is deposued for any reason, othc:r than the intended recipient's failure to IIIIIke the escrow dePObrt rt is required to make hereunder In II tUnely fashion.

(k)

Severability. If anyterm, prevision, covenant, or condition of tfus Agreement. or the application thereof to any party or C11"Cumstance, shall be held to be l11.egal, invalid or unenforceab1e(m whole or in part) for any reason, ~ nm!l!m1ng terms, provislOllS. covenants and eendmcns hereof shall cennnue In' full force and effect as If ChiS Agreement had beeJicxei:uted wrlh the illCgal, invidid or unenforceable portion eliminated;

25

so long as thiS Agreement as 100 modIfied eonnnues to express, without material change, the origtnal mtentions of the parues II!> to the subject matter of this Agreement and the deletion of such portIOn of this Agreemeot w111 not substantially lmparr the respective bc:ndits or CXpectatiOllB of the pJl11lCl, to th'ls Agreement. It shall in particular be understood that tJus Severability clause shaU not affect the "single agreement" concept of Section l(e) ofthcMaster .Agreement.

(I) Recording of Conversations, Each party (i) consents to the recording of telephone ccnversatinns between the tradlDg, mnrketing and other relcvan! personnel of the parnes in connection with this Agreement or any potential Transaction, and (ii) agrees, to the extent permuted by applicable Jaw, that recordmgs 1l1IIy he submitted in evu!encc in any Proceedings.

em) Transactions. Party A andPBI1y B agree that, m lieu of executing a Confirmation, each Transaction between Party A and Party B shall be documented by means of a trade treket (the "Trade Ticket .. ), Each party agrees to review each Trade TIcket promptly after the Trade Date and notifY the other party of any, drscrepanoes Bach Trade TJckct shall evidence a complete and binding agreement between the parties as to the terms of the Tramaction to WIDell the Trade TICket relates

Part 6: Additional Terms for FX Tnmrmctions and C!II'rencY OptIons

(II) incorporation and Amendment oC i§!)g FX and CurTeni:y OptiOn DeflDltiom '

(i) Inc!lJlI!II'lItion of 1998 FX and Currency Optlpn Definitions The 1998 FX and Cturcncy Option Definitions; iii; 'limendcd from'time'lo-ume-(the'''1998-Definitiollll,,}; pubhshed-by the Intemanonal Swaps and Derivatives Asseeiadon, Inc.. the Emerging Markets Traders A&50ClJIUlln and The Foreign Exchange Committee, are hereby incmporated by ref~n~ w;1h ~l to MY "Cmr~!lJlY Opnon Transactions" and "FX Transactiol15" as defined by the 1998 DefirutlollS, except as otherwise Epcclfically provided herem ·or In tbeCcmfirmatJon

(i1) Amendment of 1998 EX and Currency Option DefinitIOns The followmg amendments are made to the 1998 Delinitiollli.

Section 2.1 of the 1998 Definitions IS amended by adding the Iollewmg as Section 2 l(b)

Currency Obligation. uCurrency Obbgatiou" means the undertalang of B pany hereunder to receive Dr dcl.Jver 8Il amount of currency, including Il netted Cum:ney Obligation, and mcludlng any Currency Obhganon p.reviously entered into by the parties.

(b) Conftrmatlons. Any ennfirmaoDll (whether provided by mall. facsmule or other electronic means) in

respect of lOY FX Transaction Of Currency Option Tranl>llCtlon mto which the parties may enter, or may . have.entered mto pnor to the date hereof, that fails by its terms to clI:pr!;$dy ~J!..~l!de ~e l!pp4~op of U!~ Agreemem shall (to the extent not otberwise provided for m uns Agreement) 0) consutute a "CoruJIlIllltlon" as referred !Xi in this Agreement, even where not 100 spCClfied .in such confirmanen; and (ii) supplement, form B part of, and be subject to this Agreement, and all provis1ons in thIS Agreement will

govern such Confirmation except as expressly modified therem '

(e) Netting and Related Provisions Section 2(c) shall not apply to FX Tran~actions or Currency Option 'I'ransacboll&. In lieu thereof, the followJnlllJlall apply.

(i) Ncttmg, Discharge and TcnnlDauQn of EX Transactions The followmg provisions shall apply to FX Transactions'

Unless otherwrse agreed by the parties, whenever an FX TraDSIIcDon 1& entered into between the parties which create!> a Currency Obligation m the same currency and for thesame Settlement Date as an eXISting Currency Obligation between the parties, such Currency Obliganons shall automaneally and WIthout further action be netted, mdividually canceled and simultaneously replaced through novation by a new Currency Obligation under which the party havmg' the obligation to deliver the greater aggregate. amount of currency shall be obligated (0 delrver the

. excessof such gte8tfll aggregate cnrreney amount over 'such -lChser-aggregate-currency ·amount-·

Such new Cum:ncy Obligation t.ball be con&1d~rcd B "Currency obligallilii'" Unileri1liij"1(mgr;';·Iie"'lfi"'· e"'m;r.--~~~~-~-

(n) Nettmg, DlBcbarAA Bnd Termination wnh Respect tp Currencv Option Tramacnons The folloWUlg pl.ovisioDS shan apply to Cum:ncy Option TI:luJI,actJonlo'

Unless otherwISe agreed by the parties, any Call or Put written by a party will automatIcally be terminated and diseharged, III wbole or In part, as appllcable, agamst a Call or a Put, respectIVely, having the same Identical terms, written ·by the other party; and, upon the' occurrence of !ouch tcnnination or discharge, neither party shall have any further obligation to the other party In respect of the parts &0 temunated and discharged (e:tcept for the obligation of either party to pay any Pmntum due. but not paul. thereunder), IUld the I'CUIIUnmg portlOl1 of any Currency Option Transaction, w!uch III partially discharged and terminated, slu1l1 continue to be a Currency Option

TransactlOD under this Agn:cment.

(d) IncoDBistencles. In the event of any confitct between

(1) the terms of II DellveralJle'FX Transaction,CollfumatJon and this Agreement. thi::termsof tins.

Agreement shall supersede,

(u)tbe terms of a DcIlvcrablt FX TransactIon Ccnfirmation. where the Confirmatlon explicitly states that It shall so prevllil and bas been signed by both parties, its terms shall supersede the terms of thIS Agreement;

--'" .. _---_ .. --

.. - -- - . - .-

......... __ .- .. _ .. _-_"

(ill) the terms of a Cmrency Option Transacbon or -8' Noo-"i>i:lf"irabIiFXTrmisiiCfIOiiCOiiflfiiiiiboii.,

and tIus AgreeDUlllt, die tenns of the Confirmabon shall supersede.

(0) Definitiolls., .Seclion 14 IS hereby amended as follow~'

The definItion of"Tcrm.inated TransactllJDs" shall be deemed to Include CulTCucy Obligations .

. ~~.:::_::==~--:::---:-:-::-:~:-=---------'-'----- ---- __ .,_- --~~==-- ----~------_,--

·~::-==, .. , .. -'~='::::"'-'.::...'-"-" -~::.__:

. TIui pamis 'ei'ccUtiiig tfus Schedule have~ted tho Master AgreCmimt ana have agreed as to the-conieDU -;;ftblS" ."

Schedule. '

LEllMANlIROl'llERS SPECIAL FINANCING INC. (Name qfParty)

LEHMAN BROTHERS lNTERNATIONAL (EUROPE). SEOUL BRANCH

(Name o/Party)

By. Jzc ' NB~K"t'\'\.

TItle. CAO

Date' b I'll i· s:

BY.~~~~~~~~L__

Name. Title. Date·

27

· "--""-"----"-"-" ·----LEliMAN-BROTHERS_"

----

EXHIBIT A to Schedule

GUARANTEE OF LEHMAN BRonmRS HOLDJNG~ lNC

LEHMAN BROTHERS SPECIAL FlNANCINO INC. ("Party A") and LEHMAN BROTHERS INTRRNATIONAL (EUROPE), SEOUL BRANCH ("Party B") have entered into a Master Agreement dated as of March _, 2005; as alllelIded from tlme to nnw (the "Master Agreement"), put'SUIUlt to which Party A and Party B have entered and/or anticipate entenng miD 01lD or more tnlnsacttoru; (each a "TransactlDn"), the ConfirmatJon of each of which ntpplements, forms pad of, and will be rcad ud construed as one with. the Ma&tcr Agreement {coI1ecuvely referred to as the "Agreement; This Guarantee IS a Credit Support Document as contemplated m ~ Agreement For vall1e received, and m consilleration of the financial accommodation accorded to Party A by PIU1y B under the Agreement, LEHMAN BROTHERS HOLDINGS INC., a corporation orgalUzOO and extsting under the

laWS afthe State oCDelaware ("Guarantor"), hereby agrees to the fonowing ,

(8) Guarantor bereby unconditionally guarantees to Party B tho due and punctual payment of all

amounts payable by Party A under cadi Transaction when and as Party A's obligations thereunder shall become due" "--" '"""--" ,

I!IId payable in accordance with the terms of the Agreement In case of the faIlure of Party A to pay punctually any

sucb IIIl101lIlI&, Guarantor hereby I!gtees, upon written demand by Party B, til payor cause to be paid any such

amounts pWICtuaIly when and as the 5iune shall become due aili! payabio

(b) Guarantor hereby agrees that itli obligations under this Gull1'llIltcc constJtutc a guarantee of paymcut

" when dU~ iiid not ofcOlIectiOD

(0) Guarantor hereby agrem. that Its obligations under this Guanultec shall be unconditianlll, ittespecdve

of the valldJty, regularity or enforceablllty of the Agreement agDlJISI Party A (other than as a result of the unCJiforc~bility thereof llgainst.Party 11), the absence of any action to enforce Party A's obligations under. the Agreement, any waivel' or consent by Party B with respect to any provisions thereof, thC entry by Party A and Patty B into any amendments to the Agreement. additional Transactions Jmder the Agreement or any other clrclllIlStanl:e wbich nught otherwise constitute D legal or equitable discharge or dcfonsc of a guarantor (eltCluding the defense of payment or statute of lilllllatlODS, neither of which is waived) provided, bowevcr, that Guarantor shall be enntled to exercise any right tbar Party A could have cxcrclsed under the Agreement to cure any default in respect of 1ts obligations WIder the Agreement or to setoff, counterclaim or withhold payment in respect of any Event of Default PI' Potentilll Event of D6fBult in respect of Party B or any Affihate, but ooly to the extent such ngbt IS provided to Putty A unc1cr me Agreement. The Guarantor acknowledges tiult Party A and Party B may from time to time enter into one or more Transactiol1S pursuant to the Agreement and agrees that the obliganODSof the Guarantor under thIs Guarantee wlll upon the exeeenen of any such TJ'Ilnsactian by Party A and Party B extend to all such 'nluisactlons without the taJdng of further aenon by the Guarantor.

(d) '. This GuarDn~ $Ill reIlIII1n m full force and effect unnl such time as Party B' shall receJve writtell notice of termination. Tcnninabon of this Guarantee sball not affect Guarantor's liabllity hc.retiIidei' iIS to obligatLons incurred or ansmg out of Transactions entered into prior to the termmabon hereof.

(e) , Guarentor further agrees !hat this Guarantee shall continue to be effective or be rcmstated, as the ease may be, If at any tunc, payment, or aoy' part thereof, of any obhgatlon or mterc&t thereon is rescinded or must otherwise be restored by Party B upon an Event of Default as set forth m Section S(al(y';) of the Master Agreement affecting Pm!y A or Guarantor.

(I) Guarantor hereby waives (i) promptness, dihgence, presentment, demand of payment, protest, order

and, except as set forth in paragraph (a) bereof, notice of any kmd In connection WIth the Agreement and this Guarantee, or (u) any requirement that Party B exhaust any rIght to take any action against Party A or any other person pcior 10 or contemporaneously with proceeding to exercise any right against Guarantor under this Guarantee.

This Guarantee shall be governed by and construed in accordance WIth the laws of the Stille of New York, without reference to choice of ~w doctrine All capllalized terms nol defined m this Guarantee, but ~efined in the Agreement, shall have the meanings assigned thereto in the Agreemfomt.

1

IJ lIW.'IIl1ll<lII1Ut~ IIcrDlNVdNt.

745Sl \~·"'1I1A"J..NuJl.Nr \vYoIIX,NIL\\,Y0IIh-1OOI9

.. -- .... ~~-~. :.......... _-._--_ .. _-_

._--------------------------

Any nonce hCl1lllnder will be sufficiently given if given in accordance WIth the provi$ions for notices under the Agreement and will be effewve lIS set forth therein. All notices hereunder shall be delivered to Lehman Brothers HoldIngs Inc ,Attention. Corpcrate Counsel, 399 Park Avenue, lId! Floor, New York, NY lOOZZ USA (Facsimile No. (212) 526-(339) with a copy to Lehman Brothers SpecW Financing Inc., r:lo Lehman Brothers Inc" Corporate Advisory DJvlsion, Attention' Transaction Management Group, 745 Seventh Avenue, New York, NY 10019 USA,

IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed in rts corporate name by its

duly authorized officer as of the date of the Agreement. .

LEHMAN BROTHERS HOLDlNGS lNC.

By' ___

Nan1C:

Title· Date~

--2-------------· ...... -- ..

lJ.JlM'Ilo;llltOlTIllIl>n("PINO~ INC 745SI_VJ_NJI1.A"l..~UJ-.NI "'YOJll.,Nu\ Yoru.lU01g

-- ---------

---- -_

-----'---'----·------------~___BRQ~4IERS

EXHIBIT B to Scbedule

GUARANTEE OF LEHMAN BROTHERS HOI..'DINGS INC

LEHMAN BROTBBRS lNTERNATIONAL (EUROPB), SEOUL BRANCH ("Party A") and LEHMAN BROTHERS SPECIAL FINANCING INC. ("Party B,,) have entered into a Master Agreement dated as of March _, 2005, as amended from time to time (the "Master Agreement"), pursuant to which Party A and Party B have entfRd and/or antiCipate entering mto one or more tmnsactions (eacb a ''Transaction''), the Confirmation of each of whlch supplements, forms part of, and wt11 be read and construed as one with, !beMastet' Agrc:cment (collccLively refctred to 8S the "Agreement"). This Guarantee is a Credlt Support Document as contemplated in the Agreement. For value received, and In consideration of the financial IICCOlllJDOliatJon accorded to Party A by Party B under the Agreement, LEHMAN BROlEERS HOLDINGS INC., 8 cmpomtion organized and existlng under the laws of the State of Delaware ("Onarantar"), hereby agrees to the f01lowing:

{a) GUlll'llntor hereby UIlcondltiomilly guarantees to Party B the due and PUllCtual pBymcut of II1l lIIIIOunts payable by Party A under each Tranuction when and as Pany A's obbgatlDns therclllldc!r sball become due and payllble in !lCCQrdance WIth the terms of the Agreement In case of the failure of Party A to pay punctually any 6Uch amounts, Gnarantor hmy agrees, upon writtcu tJeIJllUld by pany B, to payor cause to be paid any such amounts punctually when and as the same shall become due and payabla

.. -(Dr "GiJfiiiiliOi:-berebTilgtecnhBt-its-obligatiol1ll under 4biB . Guarantee constitute a gull1'llll~"of payment when due and not of collection.

(c) GUBrllntor hereby agrees thaI its obbgations under this Guarautee shall be IlDCiiliilitlolilil, lrJ'espective of the villidlty; regularhyor enforceabIlity ~fthe Agreement IIgnjl1llt Purty A (othc!r than.s. II result cf the unenforccability thereof IIgJ1ml!t Party B), the absence of any action to eiifotcll Party A's obllgabons UDder the Agreement, lilly waiver or consent by Party B With respect to any proviSIOns thereof, the entry by Party A II1Id party B into any amLmdmcuts to the Agreement, Jidrlitional Transactions under tbe Agreement or any other "circumstance which might otherwise consntule a J.epl or equitabla discharge or defense of a guarantor (excluding the t1cfense of payment or statute of llmltatlons, neither of wluch IS Waived) ~ ~ that Guarantor shall be entitled to exeJclse any right that Party A could have exercised under the Agreement to cure any default in respect of its obligations under the Agreement or to setoff, counterclaim or withhold payment In respect of any Event of Default or Potential Event of Default in respect of Party B or any Affiliate, but 0I1ly to the extent Buch right is provided to Party A under the Agreement The Guarantor acknowledges that Party A and Party B may from time to ume enter into one or . more 'fransachoDS pursWllll: to the Agreement and IIgrel\S that the obligations of the Guarantor limier tlus GlIlIIIIDtee Wlll upon the eJ(eCIJt1on of any such Transaction by Party A and party B extend to all such Transactions without the takiJlg of further action by the Guarantor.

(d) Thls Guanuuee shall remain in full force and effect unlIl such time as Party B shall receive wntten notice of tennillatlon. Termination of thIS GUIII1I11tee sbaD not affect GUIII'IIDtoT'S lillbility hereunder as to obliganons mcurred or arismg out of Transactions entered into prior to the termination hereof.

(e) OuarlUltor further agrees that this Guarantee shall continue to be effective Or be reinstated, as the case may be, if at any time, payment, or any part thereof, of lillY obligation or interest tbcreon IS reseladed or must otherwise be restored by Party B upon an Evcut of Default as set forth In ~

~ of the Master Agreement afiectIDg Party A or Guarantor .

(1) Guarantor hereby waives (ll promptness, diligence, presentment, demand of payment, protest, order and, except as set forth in pIll1Igraph (II) hereof, notice of any kind m connection wlth the Agreement

I..l!HMAN IIROTH!!IIS RDWINDS INC

:zs BANKS'I'REl!Tlll4 5LE 'II!LIlPlfONE <44(11)2071021000 REOISIl!RED IN ENClLA"ID (NO l'CI224M) A.T THE ABOVE ADDlU!SS .

Ll!HMANI!R01HIlRSHOt.P.IN9SINC ISINCORPORA.'I1lDINTHll stAn; DFDELAWAlU!, USA "(NO 211211634)

wrntlTSl!.SAD Im'ICB AT 745 SEVENTHAVJ!NUIl.NBW YORK, NEW YORK 10019

----.-------------~--_

_ ---- ----------------

8Ild this Guarantee, or (il) any requirement that Patty B exhaust any right 10 take any acnon against Party A or any other person prior to or contemporaneously WIth proceeding to exercise any right agamst Guarantor under this Guarantee.

This Gusrantee shall be governed by and conslrued m accordance WIth the laws of the State of New York, without reference to choice of law doctrine. All cBpitaliL.cd terms not defined in tltis Guarantee, but defined in the Agreement, shall have the meanings assIgned thercto ill the Agreement

Any ncuee hereunder WIll be SuffICIently given if given m accordance with the provaslons for notices under the Aj!rccment and wIll be effective as Sill forth tbercm. All nonces hereunder shall be delivered to Lehman Brothers HoldlDgs Inc., c/o Lehman Brothers International (Europe), Attention. Head ofTl'IIIlMIction Management at 25 Bank Street London E14 5LE, England (Facsuuilc No 020-7102-2.044)

IN WITNESS WHEREOF, Guarantor has caused thIS Guarantee to be executed m its corporate name by its duly authonzed officer as of the date of the Agreement

LEHMAN BROTHERS HOLDINGS INC.

By. ~~~ ~~ ~~

Namo' TItle' Date,

2

J.EHMIIN OJlO'lHERSHOLDINOS INC::

23 IlANK S1RIlETBI45L.E1l!l.I!I'IfONE .... 4 (O):zD 7102 1000 REOlSll!RBD INBNOLANll (NO 1<:0220160) AT 'Ilil:!AlIOVll ADDRl!SS

.- -LllHMAN-lIKOnJl!RS HOUlINOSINC ISINCORPORATBD IN'J'Hll" _ .. _STATllOFDJlL,,\W/,IU;USA(NO :20201634)

Willi ITS HBAD Cll'l-1Cb AT 145 SEVllNTH A VBNU1l, NBW yens; NEW YORK 10019

LEHMAN BROTHERS

GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC

LEHMAN 'BROTHERS SPECIAL FINANCING INC. (·~·PaltY-·-A») --an H AN "'BROTHERS-"'-'

INTERNATIONAL (EUROPE), SEOUL BRANCH (''FlUty B") have entered into B Master Agreement dated as of Msu:h 25, 2005, as aroended fiom time to time {the "Mastel Agreement"), pmsuant to which Palty A and Patty B 118ve entered and/or antJilpate entenng Into one or 1D00e uansacnons (each a "Tiansacnon"), the Cenfirmanon of each of which supplements, fcirns part of; and will be lead and construed as' ODe With, the Mastel Agreement (cellecnvely refened to as the "Agreement"). TIllS Guarantee IS a Dedit Support Document as contemplated in the Agreement, For value received, and in ccnsideianon of the financial accommodation accorded to Palty A by Party B under the Agreement, LEHMAN BROTHERS HOLDINGS INC, a corporation cigamzed and exlStmg under the laws of the State of'Delawaie {"Gllarantol',), heiebyagiees to the following:

(a) Guaiantm hereby uncondmonally guarantees to Party B me due and puncmal payment of all

amounts payable by Party A under each Transacnon when and as Party A's obhganons theieunde. shall become due and payable m accordance With the terms of the Agieement.Jn case of the failure of Paity A to pay punctually any such amounts. GUBIantoJ hereby agrees, upon wutten demand by PlUty B, to payor cause to be paid any such amounts punctually when and as the same shall become due and payable,

(b) Guarantor hereby agrees that Its obhgatrons under thls Guarantee constitute a guarantee of payment

when due and not of collection.

(c) Guarantor hereby agrees that Its obligations under tlns Guarantee shall be uncondmonal, urespeenve

of the vahdity, regulauty 01 enforceability of the Agreement agamst Party A (othel than as a lesult of the

.. iifie1lforceability tlieicrofagwnsf Pany B);-1he-absCllce-(lf lllly-ac1lonto enfbrce Party A'sobhgattons' under-the- .

Agtecment, any waiver 01 consent by Party B With respect to any pi oVISIOns thereof the entry by Pai ty A and Party B mto any amendments to the Agreement, additional TransactIOns under the Agreement or any 'other circumstance wluch nught otherwise constitute a legal or equitable discherge or defense ofa guarantor (excluding the defense of payment in statutedf.lmutlitiOIl&,llflither of which IS warved) provided, however, ·that Guarantor shall be entitled to exercise any light that Party A could have exercised under the Agreement to cure any defauh m respect of Its obligations under the Agreement or to setoff. counterclann or WIthhold payment in respect of any Event of Default or Potentlal Event of Default in respect of Party B or any Affiliate, but only to the extent such right is provided to .Party A under the AglCCIllent The Guarantor acknowledges that Party A and Party B may from tune to time enter mto one or mol e TlansacboDS pursuant to the Agreement and agrees that the obligations of the Guarantor under this Guarantee will upon the execution of any such Transaction by Party A and Party B extend to all such Transactions without the talang of furtbc:r action by the Guaranto;

(d) TIlls Guarantee shall remai» m full force and effect until such nme as Party B shall receive wntten

notice oftelmmsnon, Termmanon of this Guarantee shall not affect Guarantor's liability hereundcr as to obligations mcuned 01 81ising out cf'Tiansactions entered Into PIlOI to the termmatinn hereof,

(e) Guarantor futthCl agrees that tins Guarantee Shall contmue to be effective 01 be reinstated, as the

case IIllIY be, If at any tune, payment. or any part thereof of any obligab.on 01 interest thereon IS rescinded 01 must otherwise be restored by Party B upon an Bvent of Default as set forth m Section 5(a)(Yll) of the Mastci Agreement affectmg Pat ty A 01 GuBiantol.

(1) GUBIBntol hereby waives (i) promptness, diligence, presentment, demand of payment, protest, ordei

and, except as set fOlth JD paragraph (a) hereof, notice of any kiud In connecuon With the Agreement and this Guarantee, 01 (ii) any requuement that Party D exhaust any ught to take £)llY action agamst Patty A 01 any other person pnor to 01 contemporaneously With prcceedmg to exercise any ught against Guarantor under tlus Gmll antee

TIllS Guarantee shall be governed by nod construed 1II accordance WIth the laws of the State of New York, Without iefeaence to choice of law doctnne, AU capttahzed terms not defined in llus Guarantee, but defined 111 the Agreement, shall have the meanmgs assigned thereto In the Agreement,

I.

JIll"" linllllll R' II,il PI"" hll

74'i~ \1 vm \11 \:l'l, NIl': \'llllk,NI II \"lll.t..I!lI)19

LEHMAN BROTHERS:

Any notice hereunder WlI1 be sufficlontly grven If given III acccidancc wnh the piovrsrons fOl notices undei

.~~--~---+IwA.grecment"itltd-wHl-b~ectJ.¥.c4lSJletlodb_tlJetcln.AU nCl.I!c:es heteundel shall be dehveled 1.0 Lehman BlOthel~

Holdmgs Inc, AttentlOn CDlpolate Counsel, 399 Park Avenue, t 1 II FlcOI, New ~~'Ofl22-{;JSA'iFncsmltl:e'·~~~~"'-'-~~ No. (212) 526-0339) wuh a copy to Lehman Brothers Spccull Fmancmg Inc • clo Lehman Brothers lite , Corpotate

AdvIS01Y DIvISIon, Attention Transactron MaTll!gemcnt GIOup, 745 Scvenlh Avenue, New YOlk, NY 10019 USA

IN wn'NESS WHEREOF, GUDlantol has CIlUSed tlus GUilIantee to be executed ID Its corpolate name by Its duty authonzed officer as of the date orthe Agleclllent

LEHMAN BROTHERS HOLDINGS INC.

a-«

By

Oliver Budde Vice President

Name

IJ 11\1 \,11)1\11111 ns tuu m",~ I"

7~~ ~I \ 1'111 \\ 1 'UI, NI \\ "OR!>., NI \I \!)Ill-. HXIlI)

'.-.'

____ . __ .= __ .===:':::'::::::":::::'::::::::::""-'c....=....:.~

LEHMAN BROTHERS

GUARANTEE OF LEHMAN BROTHERS HOLDINGS INC

."...-'"' ........ '"""'----'--~----I£HM*N_BRe'fHBRS ..... IN'FERN;6.!J'_fGNAb-(BYRQPE),sEQlJL-BRANCH_(~r~.....B:)-B.nd-·· ~_._' .. ~ ... ~ .. -_.-~. "---" LEHMAN BROTHERS SPECIAL FINANCING INC ("Party A") have entered into n Master Agreement

dated II~ of March 25, 2005, as amended from tune to time (the "Master Agreement"), pursuant to which

Party B and Party A have entered andlor anncipate enteling mto one 01 male transactions (each II

"Iransactlon"), the Confirmation of each of which supplements, forms par: of, and will be lead and

construed as one With, the Master Agreement (collecnvely referred to as the "Agreement"), This Guarantee

IS a Credit Support Document as contemplated In the Agreement For value received, and in consideration

of the financial accommodation accorded to Party B by Party A under the Agreement, LEHMAN

BROTHERS HOLDINGS INC. a corporation organized and eXIsting under the laws of the State of

Delawaie (~Guarantor"), hereby agrees to the following'

(a) Guarantor hereby unconditionally guarantees to Party A the due and punctual payment of all amounts payable by Party B under each Transaction when and as Party B's obhgatrons thereunder shall become due and payable In accordance With the terms of the Agreement In case of the fatlure of Party B to pay punctually any such amounts, Guarantor hereby agrees, upon wntten demand by Party A, to pay or :

cause to be prod any such amounts punctually when and as the same shallbecome due and payable, :.~.

(b) Guarantor hereby agrees that its obhgntions under tlus Guarantee constitute a guarantee of payment when due and not of collection.

(e) 'Guarantor hereby agrees that Its obligations under this Guarantee shall be unconditional •

. llTCspectiveofthe.Valldity.~gularity!lr enforc!l~p.tlity of tl1~.Agreement against Patty B (other than as a result of the unenforceebihry thereof against Party A). the absence· of Bny acifonto' enfoi ee PartY 'B's obligations under the Agreement, any waiver or consent by Party A with respect to any proVISlOIlS thereof, the entry by Party:B and Party A Into any amendments to the Agreement, additional Transactions under the Agrcemt:nt or any other circumstance which might otherwise constitute £I legal or equitable discharge or defense of a guarantor (excluding the defense of payment or statute of hrnitanons, neither of whiCh is waived) provided. however. that Guarantor shall be entitled to exercise any right that Party B could have exercised under the Agreement to cure any default in respect of Its obIJgations under the Agreement or to setoff, counterclaim or Withhold payment In respect of anyEvent of De fan It or Potentral Event of Default In respect of Party A or any Affiliate, but only to the extent such right IS provided to Party B under the Agreement The Guarantor acknowledges that Party B and Party A may from nme to tune enter Into one or more Transactlons pursuant to the Agreement and agrees that the obligations of the Guarantor under this Guarantee wIll upon the execution of any such 'Iransaenon by Party B and Party A extend to all sucb Transaenons without the taking of further action by the Guarantor

(d) ThIs Guarantee shall remain ill full force and effect until such time as Porty A shall receive written notice of termination. TernunatJon of this Guarantee shall not affect Guaranror's lIability bereundei as to obhgiitlOIiB incnned or ansmg out of Transactionsentered into prior to the terrmnanon hereof

(e) Guarantor further agrees that this Guarantee shan contmue to be effective Ot be reinstated, as the case may be, if at any time, payment, OJ Dny part thereof, of any obligation 01 interest thereon 18 rescmded or must other wise be restored by Party A upon an Event of Default as set forth in ~ 5Ia)(vii) of the Moster Agreement affectinll Party B 01 Guarantor

(f) Guarantor hereby waives (i) promptness, diligence, presentment, demand of payment, protest, Older and, except as set fortb in paragraph (D) hereof. notice of any kind in connection with the Agreement and this Guarantee, or (h) any requirement that Party A exhaust any fight to take any action agamst Plllty B

U::HMAN BROTHI:R.~ HOUllNOS INC

lSllANK STRllliT 1:14 3l..E TCLtPHONE +44 10)20 7102 1000 IU:OISl'l1U:1l IN ENOLAND (NO FCOl2460) AT Tilt AlI0V!: ADDReSS U:HMAN UR01 HellS llOLOINOS INC IS INCORPORAI tD IN 1 Ill:

.. . STATE OFDEl.AWARE, u S kiNO :!O~4634)

wrrurrs HCAD OFFlCEA774S St:Vr:NJ'Il AVeNUE, NL"W \'ORK.NJ:W YORK 10019

LEHMAN BROTHERS

LEHMAN BROTHERS HOLDINGS INC.

or any other person pnor to or contemporaneously with proeeedmg to exercIse any ngbt aallllSt Guarantor under tlns Guarantee.

ThIs Guarantee shall be governed by and co~ ~ ~ccordnnee.WlthtilCHlawS- of t6eHSfute of New York, WIthem reference 10 choice of law doctrine. All capltabzed terms DOt defined m thts Guarantee, but defined in the Agreement, shall have the meanings assigned theretom the Agreement.

Any notice hereunder will be suffiCIently grvea if given m accordance with the provisions for notICeS under the Agreement and Will be effectIve as sctforth therein. All notices hereunder shall be dchvered to Lehman Brothers Holdmgs Ine., c/o Lehman Brothers International (Europe), Attention. Head ofTransactJon Management at 2S Bank Street London E14 SLE, England (Facsumle No 020-7102~2044)

IN WITNESS WHEREOF, Guarantor has caused Jlns Guarantee to be executed m Its corporate name by Its duly authonzed officer as oftha date oft1te Agreement

By:__..c_~·2&~4~W. --

Name. Oliver BuddQ

Trtle: Vice President

2.

LBHMAN BR01 HIlRS 1l000lNGS INC

2$ BANIC STREET El4 SLIl TIlLliPHONB +44 (0)207102 1000 REOISThlWl IN !!NGLAND (NO FC022460) A'r'rJIE ABOVE ADDR'I!SS U>!lMANBlWTHl!RSHOLDINGSINt'lSINCORPORATBDINTJ!!.

__ __ _ _ _ STATllOFDELAWARE.UU1M9_2024634) _

_ wrrurrs BUD OIoFICB AT 745 SIMlNTH AVI!NtJS, NEW YORX. NEW YOIUnOlllg-·

EXHIBIT E

24111 July 2006

Lehman Brofuers International (Europe)

____________ . 25 Bank Street

... _ _. - -. - LO:Wion'-" ._. - . -- . _._ ..

E145LE

Lehman Brothers Special Financing Inc. c/o Lehman Brothers Inc.

Transaction Management Group Corporate Advisory Division

745 Seventh Avenue

New York, NY 10019

Dear Sirs,

This letter will confirm the agreement between Lehman Brothers International (Europe) ("LBIE") and Lehman Brothers Special Financing Inc. ("LBSF") concerning transactions between LBIE and LBSF ("Intercompany Transactions") for which iBIE has an offsetting transaction on identical terms with a client (the "Client Transaction"), leaving LBIE with no market position risk. In the event that a Client Transaction should terminate or be closed-out and a settlement amount be calculated in respect of that termination or close-out, LBIE and LBSF agree that the related, offsetting Intercompany TranSaction will also terminate or be closed-out contemporaneously. and a settlement amount determined as payable by LBIE under the Client Transaction will become payable by LBSF to LBIE as a settlement amount under the Intercompany Transaction, and a settlement amount payable to LBIE under the Client Transaction Will become payable by LBIE to r..:sSF as a settlement amount under the Intercompany Transaction. but only to the extent LBIE actually receives that settlement amount from its client under the Client Transaction, it being the intent ofLBIE and LBSF that LBIE should not accept market risk or counterparty credit risk under any Client Transaction, and that all risks under Client Transactions should be passed to iBSF under the Intercompany

Transactions .

.. ----··S-ignedfoi-iiliifoilbenaIIof:·---··· - - .----. - - -- .. --

Lehman Brothers International (Europe)

HUW MERRIMAN AUTHORISED SIGNATORY

Agreed and acknowledged by:

Lehman Brothers Special Financing Inc. .

U' ~CJllv

!..EHMAN BROTHERS INTIlRNA TIONAL (EIJROPl!)

2S BANK STREET lPNP9N EI4 SLE TELEPHONE +44 (O}IO 7102 1000 REGULA TED BY mE FINANCIAL SERVICES AurtlORlTV.

MEMBER OF THE LONDON srocx EXCHANGE AND mE INTERNATIONAL SECURITIES MARKET ASSOCIAnON.

REGISTEIlED IN ENGLAND NO. 2S38lS4 AT THE ABOVE ADDRESS_

EXHIBIT F

· .. _ '.' ... __ ._------

By hand ~ 1-t9j7

I 2/12/ 08 Pi: 4- J

LEHMAN BROTHERS

81'IlAND DELJVERY

December 12, 2008-

Lehman Brothers International (Europe)' One Broadgate- S"h Floor London;.EC2M 7HA

United Kingdom

Attn: Lee Procior

Itc; Notice of DeflluJt and. Earlv Tcnnination Date

Ladies and GentJ emen;

C' Reference is hereby made to that ce_rtain ISDA Master Agreement dated as of March l3'h, 1990 (the "Agreement"), between Lehman Brothers Special Financing Inc. ("Lehman") and LeIurum Brothers Imemational (Etirope) ("CQUnterpartv"}. Capitalized terms used and not otherwise defined herein .shall have the meanings ascribed thereto in the Agreement.

Kipd~y be advised that Count,erpartY has experienced an Event of Defuult pursuant to Section 5(a)(vii) of the-Agreement and that Lehman hereby designates today, December 12. :WOR, as the Early Termination Date in relation to aU outstanding Trimsaerions under the AgrCCllieltt.

In accordance with Section Jl(a) of the Master Agreement, this notice is being delivered during nunnaI business hours and will be. deemed effective on the date of delivery.

Lehman reserves all of its rights under the Agreement and under each Transaction outstandin¥ between us.

Very truly yours,

LEHMAN BROTHERS SPECIAL FINANCING INC.

By: t:>..J.U1if~ _

Name: David J. Coles Tille: eFO

1.f.IIMAN BROTIIERS

!171. Sl'ITH.AVENUt:. NF.WYORK, NeW ,'ORK 10020

EXHIBIT G

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Row 4-0

By tiaad <f: ffpyf-'

12 /12/06> 14-=J.tI

LEHMAN BROTHERS

BY HAl\'D DELlVERY

December 12,,2008

Lehman Brothers International (Europe) 25 Bank Street

London EI45LE

England

Attn: Documentation Manager

Rc: Notice ofDefault.andEarlvTennination Date

\.----

Ladies and Gentlemen;

Reference is hereby made in that certain ISDA Master Agreement dated as of June :gUI, 2005 (the -'A!!Tcemcnt") between lehman Brothers Special Financing Inc. ("Lehman") and Lehman B'rothers International (Europe) ("'Cowllemarty"). Capitalized terms used and not otherwise defined herein shall 1m v c the meanings ascribed thereeo in the Agreement.

Kindly be advised that Counrerparty has experienced an Evenr of Default pursuant to Section 5(a}(vii) of the Agreement and that Lehman hereby designates today. December 12, :W08, as the Early Termination Date. in relation to all outstanding Transactions under the Agreement,

III accordance with Section 12(a) of the Master Agreement, thi .. notice is be .ng delivered during normal business. hours and will be deemed effective on the date of dell very ..

Lehman reserves all of its rights under the Agreement and under each Transaction u ,tanding between us.

Very truly yours,

LEHMAN BROTIIERS SPECIAL FINANCING INC.

By:.,.--l>J __ U_~-.,..-_·_· _

Name: David J_ Coles Title: CFO

LEIIMAN BROTHERS

1271 'SIXTH AVENUE. NEW YORK. Nf'W ,'ORI( 10020

EXHIBIT H

EXECUTION COpy

CLOSE-OUT AMOUNT MULTILATERAL AGREEMENT

This Close-out Amount Multilateral Agreement (this "Agreement") is entered into on August 29, 2008 between the entities specified in Schedule 1 hereto (each, a "Party").

WHEREAS the International Swaps and Derivatives Association, Inc. ("ISDA") has published the 1992 ISDA Master Agreement (Multicurrency-Cross-Border) (the "1992 Master Agreement") and the ISDA 2002 Master Agreement (the "2002 Master Agreement");

WHEREAS each Party has previously executed one or more separate 1992 Master Agreements and respective Schedules thereto with one or more counterparties separately who are Parties, or one or more confirmations under which a Party is deemed to have entered into a 1992 Master Agreement with a counterparty who is a Party until such time as a 1992 Master Agreement has been executed by such Parties, and that are still outstanding as of the date hereof (each, including all outstanding transactions thereunder and outstanding ISDA credit support documents entered into in connection therewith, in respect of each relevant Party, a "Covered Master Agreement");

WHEREAS each Party wishes to amend each Covered Master Agreement to which such Party is a party to reflect certain provisions of the 2002 Master Agreement; and

WHEREAS the specific amendments that each Party wishes to make to each Covered Master Agreement to which such Party is a party are set forth in the Attachment to this Agreement (the "Attachment"), and the purpose of this Agreement is to amend each Covered Master Agreement in accordance with the amendments set forth in the Attachment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged:

1. AMENDMENT OF EACH COVERED MASTER AGREEMENT

Each Party agrees that each Covered Master Agreement to which such Party is a party is hereby amended in accordance with the amendments set forth in the Attachment (including the Annexes to this Agreement).

2. AGREEMENT EFFECTIVE DATE

Each Party agrees that the provisions of this Agreement and the amendments set forth in the Attachment (including the Annexes to this Agreement) will be deemed to take effect from August 6, 2008.

3. REPRESENTATIONS

Each Party represents to each other Party that is a party to a Covered Master Agreement to which both such Parties are a party (which representations will each be deemed to be a representation for purposes of Section 5(a)(iv) of each Covered Master Agreement to which such Party is a party), in respect of each Covered Master Agreement to which both such Parties are a party, that:

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3.1 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 a Covered Master Agreement to which both such Parties are a party, has such status.

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3.2 Powers. It has the power to execute and deliver this Agreement and to perform its obligations under this Agreement and each Covered Master Agreement to which both such Parties are a party, in each case as amended by this Agreement, and has taken all necessary action to authorize such execution, delivery and performance.

3.3 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.

3.4 Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement and each Covered Master Agreement to which both such Parties are a party, 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.

3.5 Obligations Binding. Its obligations under this Agreement and each Covered Master Agreement, 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)).

3.6 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, and as defined in, the relevant Covered Master Agreement to which both such Parties are a party.

4. MISCELLANEOUS

4.1 Entire Agreement; Restatement.

(i) This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(ii) Except for the amendments to each Covered Master Agreement made pursuant to this Agreement, all terms and conditions of each Covered Master Agreement will continue in full force and effect in accordance with its provisions on the date of this Agreement. References to each Covered Master Agreement will be to each Covered Master Agreement, as amended by this Agreement.

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4.2 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 from any other Party 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.

4.3 No Waiver. Except as explicitly stated in this Agreement, nothing herein shall constitute a waiver or release of any rights of any Party under any Covered Master Agreement to which such Party is a party.

4.4 Amendments. An amendment, modification or waiver in respect of the matters contemplated by this Agreement will only be effective in respect of a Covered Master Agreement if made in accordance with the terms of the such Covered Master Agreement and then only with effect between the parties to such relevant Covered Master Agreement (and will only be effective to amend or override the provisions contained in the Attachment hereto if it would otherwise be effective in accordance with Section 9(b) of the relevant Covered Master Agreement).

4.5 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.

4.6 Governing Law. This Agreement will, as between two Parties and in respect of a Covered Master Agreement to which such Parties are a party, be governed by, and construed in accordance with, the law specified to govern such Covered Master Agreement and otherwise in accordance with applicable choice of law doctrine.

4.7 Counterparts. This Agreement (and each amendment, modification and waiver in respect thereof) may be executed and delivered in any number of counterparts (including by facsimile transmission) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS whereof each Party has executed this Agreement on the date hereof.

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ATTACHMENT Amendments to Covered Master Agreement

1. The terms of Section 6( d)(i) of each Covered Master Agreement are amended in their entirety as follows:

"(d) Calculations; Payment Date.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data."

2. The terms of Section 6( e) of each Covered Master Agreement are amended in their entirety as follows':

"(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the "Early Termination Amount") will be determined pursuant to this Section 6(e) and will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (8) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of the Early Termination Amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:

I Those parties who selected First Method as their payment method should note that this Agreement eliminates First Method and imposes Second Method as the sole payment method.

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(I) One Affected Party. If there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6( e )(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively.

(2) Two Affected Parties. If there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party "X") and the lower amount so determined (by party "Y") and (II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y ..

(iii) Adjustment for Bankruptcy. In circumstances where an Early

Termination Date occurs because Automatic Early Termination applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6( d)(ii).

(iv) Pre-Estimate. The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions."

3. The term "Termination Currency Equivalent" in Section 14 of each Covered Master Agreement is hereby amended by replacing "Market Quotation or Loss (as the case may be)" with "Close-out Amount".

4. The following terms are added to Section 14 of each Covered Master Agreement in the appropriate alphabetical position:

''''Close-out Amount" means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances

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(expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.

Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:

(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party's Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in

clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilised. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions."

""Determining Party" means the party determining a Close-out Amount." ""Early Termination Amount" has the meaning specified in Section 6(e)."

""Non-affected Party" means, so long as there is only one Affected Party, the other party."

5. The following terms in Section 14 of each Covered Master Agreement are deleted in their entirety: "Loss", "Market Quotation", "Reference Market-makers" and "Settlement Amount". For the avoidance of doubt, this Agreement and the amendments set forth in this Attachment (including the Annexes to this Agreement) are not intended to amend any provisions that are expressly set out in any confirmation to a transaction that supplements, forms a part of, and is subject to, a Covered Master Agreement (each, a "Confirmation") and that utilize any concepts of the 1992 Master Agreement that relate to the determination of termination payments thereunder (each, "Express Provisions"). For the further avoidance of doubt, the immediately preceding sentence is not intended to affect the application of the provisions of (a) Section 6 of a Covered Master Agreement, (b) any ISDA Definitions Booklet incorporated by reference into a Confirmation or (c) any Credit Support Provisions applicable in respect of a Covered Master Agreement, in each case as amended by this Agreement and the amendments set forth in this Attachment (including the Annexes to this Agreement), (each, "Standard Provisions") to the extent that the relevant Express Provisions would not otherwise have affected the application of any applicable Standard Provisions.

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