Excerpts from the depositions - Wall Street Journal

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 the 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 the 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 the business people within AIG; I interacted directly with the
Fed, Davis Polk, and representatives of the 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 the deal, Chris Swift was
really taking the lead among the business people.” 28:18–23.
• “Q. And with respect to the terms of [] AIG’s agreement with the 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 the documentation of the Maiden Lane II transaction? A. Yes.”
35:20–23.
• “Q. Were you involved in negotiations concerning the Asset Purchase Agreement that
was signed in connection with Maiden Lane II? A. Yes. Q. [] What was your role in
connection with the negotiation of the Asset Purchase Agreement? A. I was lead
internal counsel representing AIG companies. Q. And could you describe what you
did as the lead internal counsel concerning the negotiation of the Asset Purchase
Agreement? A. Sure. I went to—I reviewed documents; I interacted with our outside
counsel; I interacted with the 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 the Asset
Purchase Agreement in place, including the 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 the various
agreements that were put in place as part of Maiden Lane II? A. Yes. Both the 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 the Fed or representing
the 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 the 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 the Term Sheet. Q. Did you play any
part in negotiating the 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 the Fed. Q. Did you deal directly with anybody at the Fed
or any of their representatives in negotiating the Term Sheet? A. On at least—on at least
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