Docket 56305 - Citibank Settlement Agreement
*** I am looking at this settlement agreement thru a key hole: good or bad!***
SUPPLEMENT TO MOTION PURSUANT TO RULE 9019 OF THE FEDERAL
RULES OF BANKRUPTCY PROCEDURE AND SECTION 105(a) OF THE
BANKRUPTCY CODE FOR APPROVAL OF SETTLEMENT AGREEMENT
AMONG CITIBANK, N.A., AND CERTAIN OF ITS AFFILIATES, AND
LEHMAN BROTHERS HOLDINGS INC., AND CERTAIN OF ITS AFFILIATES
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***Correction Citibank assigned its allowed claims to LBHI to go after our subs ***
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4 (d) LBHI hereby covenants and agrees that it will indemnify, reimburse, and hold
harmless the Citibank Entities for any fees (including counsel fees incurred after
the Turnover Date), costs, expenses, fines, or other amounts incurred by, or
imposed on, the Citibank Entities resulting from the assignment of the Assigned
Claims and Subrogated Claims, including any amounts incurred by the Citibank
Entities in connection with their assisting LBHI in defending or responding to any
challenge or objection to the assignment of the Assigned Claims and Subrogated
Claims, any challenge or objection to LBHI’s asserted subrogation rights, or other
means of transferring the economic benefits of the Subrogated Claims to LBHI;
provided, however, that prior to incurring any counsel fees, the Citibank Entities
must confer in good faith and cooperate with LBHI to determine the most costeffective
means of effectuating the transfer of the economic benefit of any
challenged claims, including at LBHI’s option, providing LBHI a 100%
participation interest in such claims or otherwise transferring their economic
benefit to LBHI. Notwithstanding any provision of this Settlement Agreement to
the contrary, the Citibank Entities shall have no obligation to defend or respond to
any challenge or objection to the assignment of the Assigned Claims and
Subrogated Claims; provided, however, that if requested by LBHI, Citibank shall
use reasonable efforts to assist the Lehman Entities in enforcing any rights of
subrogation they may have with respect to the Subrogated Claims. To the extent
not paid in cash within thirty (30) days of written notice from Citibank, Citibank
shall receive an allowed administrative expense claim against LBHI in an amount
equal to the reasonable and documented fees, costs, expenses, fines, or other
amounts incurred by, or imposed on, the Citibank Entities that are indemnified by
LBHI under this Settlement Agreement.
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Schedule B – Subrogated Claims
Creditor Debtor Claim # Allowed Amount
Citibank, N.A.
Lehman Brothers Commercial
Corporation Asia Limited 441B0047* HKD 2,188,788,538
Citibank, N.A. Lehman Brothers Securities N.V. CHF 2,663,966
Citibank A.S. LB UK RE Holdings Ltd. GBP 10,453,253
* The “Subrogated Claim” in respect of Claim 441B0047 shall only be in respect of
Citibank’s claim against Lehman Brothers Commercial Corporation Asia Limited (“LBCCA”)
with respect to LBCCA’s obligations under: (i) that certain Committed Revolving Loan
Agreement with Guarantee dated as of August 28, 2007 (as subsequently amended) between
LBCCA and Citibank, and (ii) that certain ISDA Master Agreement dated as of July 12, 2007
between LBCCA and Citibank.
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ORDERED that, on the Turnover Date, the Assigned Claims and Subrogated Claims
(each as defined in the Settlement Agreement) shall be assigned to LBHI on a final basis and in
accordance with the terms of the Settlement Agreement; and it is further
ORDERED that Citibank shall be entitled to an allowed administrative expense claim
against LBHI to the extent provided in Section 4(d) of the Settlement Agreement; and it is
further
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