Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO ASSET PURCHASE
AGREEMENT
This FIRST AMENDMENT TO ASSET
PURCHASE AGREEMENT (this “ Agreement ”), dated
as of September 19, 2008, among LEHMAN BROTHERS HOLDINGS INC.,
a Delaware corporation (“ LBHI ”), LEHMAN
BROTHERS INC., a Delaware corporation (“ LBI ”
and, together with LBHI, the “ Seller ”), LB 745
LLC, a Delaware limited liability company (“ 745
”), and BARCLAYS CAPITAL INC., a Connecticut corporation
(“ Purchaser ”).
W I T N E S S E T H:
WHEREAS, Seller, 745 and Purchaser
are parties to that certain Asset Purchase Agreement, dated as of
September 16, 2008, among Seller, 745 and Purchaser (as
amended and supplemented from time to time, the “ Original
Agreement ”);
WHEREAS, Seller, 745 and Purchaser
desire to amend the Original Agreement as set forth
below;
NOW THEREFORE, in consideration of
the premises and the mutual covenants and agreements herein after
contained, the parties hereby agree as follows:
1.
Certain Definitions . Each capitalized term used and
not defined herein shall have the meaning ascribed to it in the
Original Agreement.
2.
Excluded Assets . The following language in clause
(k) of the definition of Excluded Assets is in the Original
Agreement is hereby deleted in its entirety “50% of each
position in the residential real estate mortgage securities”
and is replaced with “[reserved]”.
3.
Purchased Assets . Clause (e) of the definition
of Purchased Assets in the Original Agreement is hereby amended to
delete “50%” and to insert “100%” in lieu
thereof.
4.
Holdback and Adjustment . Notwithstanding any other
provision of the Original Agreement (including
Section 3.2 and Section 12.2 of the
Original Agreement), the Purchaser shall retain a portion of the
Purchase Price equal to two hundred fifty million dollars
($250,000,000) (such amount the “ Holdback ”) to
secure the LBI obligations that the Purchas
