INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10
LBHI’s counterclaims sought among other relief, the return of the set-off funds. BANA and BofA Cayman
filed their answer to LBHI’s counterclaims, which denied the material allegations of the counterclaims, on
February 9, 2009. On July 23, 2009, LBHI voluntarily dismissed its counterclaims against BofA Cayman,
but BANA remains a defendant. On September 14, 2009, LBHI, LBSF and BANA submitted crossmotions
for summary judgment.
Lyondell Litigation
General Information
On July 23, 2009, an adversary proceeding, entitled Official Committee of Unsecured Creditors v.
Citibank, N.A., et al., was filed in the U.S. Bankruptcy Court for the Southern District of New York. This
adversary proceeding, in which MLPF&S, Merrill Lynch Capital Corporation and more than 50 other
individuals and entities were named as defendants, relates to ongoing Chapter 11 bankruptcy proceedings
in In re Lyondell Chemical Company, et al. The plaintiff in the adversary proceeding, the Official
Committee of Unsecured Creditors of Lyondell Chemical Company (the “Committee”), alleged in its
complaint that certain loans made and liens granted in connection with the December 20, 2007 merger
between Lyondell Chemical Company and Basell AF S.C.A. were avoidable fraudulent transfers under
state and federal fraudulent transfer laws. MLPF&S is named as a defendant in its capacity as: (i) a joint
lead arranger under a senior credit facility and individually as lender thereunder; and (ii) a joint lead
arranger under a bridge loan facility and individually as lender thereunder. Merrill Capital Corporation is
named as a defendant in its capacity as: (i) a joint lead arranger under the senior credit facility and
individually as lender thereunder; and (ii) administrative agent under the bridge loan facility. The
Committee sought both to avoid the obligations under the loans made under the facilities and to recover
fees and interest paid in connection therewith. The Committee also sought unspecified damages from
MLPF&S for allegedly aiding and abetting a breach of fiduciary duty in connection with its role as advisor
to Basell’s parent company, Access Industries.
On October 1, 2009, a second adversary proceeding, entitled The Wilmington Trust Co. v.
LyondellBasell Industries AF S.C.A., et al., was filed in the U.S. Bankruptcy Court for the Southern
District of New York. This adversary proceeding, in which MLPF&S, Merrill Lynch Capital Corporation
and Merrill Lynch International Bank Limited (“MLIB”) along with more than 70 other entities are named
defendants, was filed by the successor trustee for holders of certain Lyondell senior notes, and asserts
causes of action for declaratory judgment, breach of contract, and equitable subordination. The complaint
alleges that the 2007 leveraged buyout of Lyondell violated a 2005 intercreditor agreement executed in
connection with the August 2005 issuance of the Lyondell senior notes and therefore asks the Bankruptcy
Court to declare the 2007 intercreditor agreement, and specifically the debt priority provisions contained
therein, null and void. The breach of contract action, brought against Merrill Lynch Capital Corporation
and one other entity as signatories to the 2005 intercreditor agreement, seeks unspecified damages. The
equitable subordination action is brought against all defendants and seeks to subordinate the bankruptcy
claims of those defendants to the claims of the holders of the Lyondell senior notes. A motion to dismiss
this complaint was filed.
On February 16, 2010, certain defendants, including MLPF&S, Merrill Lynch Capital Corporation
and MLIB, advised the Bankruptcy Court that they have reached a settlement in principal with the
Lyondell debtors in bankruptcy, the Committee and Wilmington Trust that would dispose of all claims
asserted against MLPF&S, Merrill Lynch Capital Corporation and MLIB in these adversary proceedings.
On March 11, 2010, the U.S. Bankruptcy Court for the Southern District of New York approved the
settlement in principle, which is not material to the Issuer’s earnings. The settlement became effective on
April 30, 2010.
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