Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 10 of 35 Page ID #:16599 EXHIBIT 2
Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 11 of 35 Page ID #:16600 Deposition Testimony of R. Edward Holmes, Jr. March 19, 2013 Edward Holmes was <strong>the</strong> lead internal counsel representing AIG on Maiden Lane II. • “Q. You said you were involved in Maiden Lane II, correct? A. Yes. Q. And what was your involvement? A. I was <strong>the</strong> lead internal counsel representing AIG. Q. What did you do in that capacity? A. I oversaw external lawyers representing AIG; I spoke with and represented <strong>the</strong> business people within AIG; I interacted directly with <strong>the</strong> Fed, Davis Polk, and representatives of <strong>the</strong> Fed, for instance, Ernst & Young; and I coordinated with lawyers within AIG with regard to, for instance, insurance-specific issues.” 27:18–28:8. • “Q. Who did you consider your internal client in Maiden Lane II? A. There were a number of business people involved, but by that point in <strong>the</strong> deal, Chris Swift was really taking <strong>the</strong> lead among <strong>the</strong> business people.” 28:18–23. • “Q. And with respect to <strong>the</strong> terms of [] AIG’s agreement with <strong>the</strong> New York Federal Reserve Bank, who did you deal with internally on what those terms would be as opposed to operational issues? A. Mainly Chris Swift.” 30:3–8. • “Q. Were you involved in <strong>the</strong> documentation of <strong>the</strong> Maiden Lane II transaction? A. Yes.” 35:20–23. • “Q. Were you involved in negotiations concerning <strong>the</strong> Asset Purchase Agreement that was signed in connection with Maiden Lane II? A. Yes. Q. [] What was your role in connection with <strong>the</strong> negotiation of <strong>the</strong> Asset Purchase Agreement? A. I was lead internal counsel representing AIG companies. Q. And could you describe what you did as <strong>the</strong> lead internal counsel concerning <strong>the</strong> negotiation of <strong>the</strong> Asset Purchase Agreement? A. Sure. I went to—I reviewed documents; I interacted with our outside counsel; I interacted with <strong>the</strong> Fed; I interacted with Davis Polk; I interacted with internal counsel on insurance issues; I interacted with business people, our own business people; I was in meetings relating to, you know, putting—putting <strong>the</strong> Asset Purchase Agreement in place, including <strong>the</strong> operational type of meetings that we’ve already talked about.” 35:24–36:23. • “Q. You mentioned that you reviewed documents. Did you review drafts of <strong>the</strong> various agreements that were put in place as part of Maiden Lane II? A. Yes. Both <strong>the</strong> Term Sheets and Asset Purchase Agreement. Q. Did you provide feedback on those drafts? A. Yes. Q. Did you provide that feedback directly to people at <strong>the</strong> Fed or representing <strong>the</strong> Fed? Or did you provide that feedback to someone representing AIG? [Clarification] A. I think—I think all. I think I provided feedback to our own business people, our outside attorneys, and on occasion, directly to people at Davis Polk.” 36:24–37:17. • “Q. Now, describe for us, if you would, your role, if any, in creating <strong>the</strong> Term Sheet on this deal? A. The Term Sheet itself, I believe, was drafted by Davis Polk. But I would have been involved in reviewing in detail <strong>the</strong> Term Sheet. Q. Did you play any part in negotiating <strong>the</strong> Term Sheet? A. Yes. I would have given comments to both my business people and to Sullivan & Cromwell, and those comments would have been passed on to Davis Polk and <strong>the</strong> Fed. Q. Did you deal directly with anybody at <strong>the</strong> Fed or any of <strong>the</strong>ir representatives in negotiating <strong>the</strong> Term Sheet? A. On at least—on at least EXHIBIT 2 1