Replies to post #115334 on Lehman Brothers Financial SA (LEHNQ)

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“Third Contribution” has the meaning set forth in the recitals above.
“Transferred Contracts” has the meaning set forth in Section
2.01(a)(iii).
“Transferred Licenses” has the meaning set forth in Section 2.01(a)(viii).
ARTICLE II
THE CONTRIBUTION
Section 2.01. Assets to be Transferred. 🆘
(a) At the Closing, subject to the terms and conditions of this
Agreement, including Section 3.05 hereof, LBHI will assign, transfer, convey, and
deliver to LAMCO Holdings, and contribute to the capital of LAMCO Holdings in
respect of the LAMCO Holdings Equity Interests, 99% of LBHI’s right, title and interest
in and to the Asset Management Assets and LBHI will assign, transfer, convey, and
deliver to LBHI SPV, and contribute to the capital of LBHI SPV in respect of the LBHI
SPV Equity Interests, the remaining 1% of LBHI’s right, title and interest in and to the
Assets as set forth in clauses (i) through (ix) below (collectively, the “Domestic Asset
Management Assets”) and clauses (x) and (xi) below (collectively, the “International
Asset Management Assets”, and together with the Domestic Asset Management Assets,
the “Asset Management Assets”):
(i) All of the Assets reflected on the pro forma balance sheet
of LAMCO (the “LAMCO Balance Sheet”) as detailed on the work papers (the
“LAMCO Work Papers”) underlying the development of the LAMCO Balance
Sheet, in each case, attached to Schedule D-1 hereto;
(ii) The tangible Assets set forth on Schedule D-2 hereto;
(iii) All rights and interests in the contracts or agreements of
LBHI set forth on Schedule D-3 hereto (the “Transferred Contracts”), including
shared contracts to be amended as contemplated by this Agreement;




http://bankrupt.com/misc/LBHI_ContributionAgreement.pdf