Computershare Trust Company of Canada $10B Master Asset Vehicle II

A committee appointed by noteholders of Computershare Trust Company of Canada, as trustee of the approximately $10-billion Master Asset Vehicle II (MAV II), approved and all required consenting parties executed final documentation to implement amendments (the amendments) to the structure of MAV II approved in principle by noteholders of MAV II on August 30, 2012, to provide for periodic optional redemptions of certain notes of MAV II and concurrent proportional unwinds and liquidations of MAV II's liabilities and assets, respectively.

The amendments were proposed by a group of noteholders of MAV II (the group) advised by Moelis & Company LLC with a team of Michael DiYanni, Yadin Rozov, Griff Norquist and Jessica Somers. The group's legal advisors were Richard Schetman, Nick Shiren, Jed Miller and Moises Messulan from Cadwalader, Wickersham and Taft LLP, and Jay Swartz, Scott Hyman, David White, Michael Disney, Robert Murphy and Peter Martorelli (corporate/securities); and Siobhan Monaghan, Neal Armstrong and Ron Wilson (tax) from Davies Ward Phillips & Vineberg LLP.

The noteholders' committee, comprised of Phil Braginetz, Rodney Dillman, Paola Farnesi, Scott Hyman and Ron Ritter, was advised by Robert Scavone of McMillan LLP.

Computershare Trust Company of Canada was represented internally.

BlackRock Asset Management Canada Limited, the administrator of MAV II, was represented by Robert Robinson (structured finance and derivatives) and David Sylofski (structured finance) from Sidley Austin LLP; Osler, Hoskin & Harcourt LLP's Randall Pratt (corporate), Peter Milligan (financial services), Matias Milet (tax) and Scott Cooper (financial services); and Goodmans LLP's Michael Bertrand.

BNY Trust Company of Canada, the indenture trustee and collateral agent of MAV II and issuer trustee of the vehicles to be established to liquidate MAV II collateral, was represented in such roles by Fasken Martineau DuMoulin LLP's Krisztián Tóth and Borden Ladner Gervais LLP's Gus Karantzoulis and Gordon Raman, respectively.

The consenting parties included the dealer counterparties to various credit default and other swap transactions with MAV II as represented by Stikeman Elliott LLP with a team led by William Scott and James Davis and that included Vic Arora (structured finance); and by John Williams of Milbank, Tweed, Hadley & McCloy LLP. Certain Canadian banks as lenders to MAV II were represented by McCarthy Tétrault LLP with a team of Gordon Baird, Candace Pallone and Barry Ryan. National Bank of Canada was represented by Torys LLP's Michael Feldman and Matthew Atkey (corporate and securities) and John Tobin (tax). The Caisse de dépôt et placement du Québec and the government of the province of Quebec was represented by Norton Rose Fulbright Canada LLP's Alain Ricard. The government of Canada and the governments of Ontario and Alberta were advised by Robert Scavone of McMillan.

The amendments were conditional on the satisfaction of the rating agency condition in connection with DBRS Limited's existing rating of MAV II's notes. DBRS Limited was represented internally by Jamie Feehely, Debbie Caruso and Justin Tsang, and was advised by Norton Rose Fulbright Canada's James Rumball and Barry Segal (tax).


Matias Milet Scott R. Hyman Alain Ricard Jay A. Swartz Vic Arora James J. Feehely Robert S. Murphy Debbie Caruso John J. Tobin David M.R. White Randall W. Pratt Gordon D. Baird Michael Bertrand Michael Disney James G. Rumball K. A. Siobhan Monaghan Krisztián Tóth Matthew Atkey Peter E. Milligan William A. Scott Gus Karantzoulis Candace M. Pallone Barry N. Segal James C. Davis Gordon G. Raman Robert M. Scavone Neal H. Armstrong


Cadwalader, Wickersham & Taft LLP Davies Ward Phillips & Vineberg LLP McMillan LLP Sidley Austin LLP Osler, Hoskin & Harcourt LLP Fasken Martineau DuMoulin LLP Borden Ladner Gervais LLP (BLG) Stikeman Elliott LLP McCarthy Tétrault LLP Torys LLP Norton Rose Fulbright Canada LLP Milbank, Tweed, Hadley & McCloy LLP