ut national asset management agency · aib 1.0 0.6 0.5 43% anglo 2.2 1.0 1.1 52% bank of ireland...

cc\ut National Asset Management Agency

Margaret Falsey Committee of Public Accounts Secretariat Leinster House Dublin 2

28 November, 2016

Dear Ms Falsey,

I refer to your correspondence of 21 November 2016 on behalf of the Public Accounts Committee (the "Committee"). The attached document sets out NAMA's responses to the information requested in that correspondence.

I would ask that you bring the correspondence to the attention of the Committee's members on our behalf.

I trust that this information will be of assistance.

Yours sincerely,

Lk) i~~.e

Martin Whe an

Head of Public Affairs

INFORMATION SOUGHT BY THE PUBLIC ACCOUNTS COMMITTEE

(as sought in PAC Letter of 21 November 2016)

1. Clarification on who presented the paper to the Board at the meeting on the 13th March

2014 as laid out in the C&AG Report Appendix B.

RESPONSE:

No paper was presented to the Board at the meeting of 13 March 2014. The minutes of the

meeting record that a verbal update was presented to the Board by the Deputy Head of Asset

Recovery, Mr John Collison.

2. A copy of the non-disclosure agreements signed by the potential bidders Cerberus, PIMCO

and Fortress.

RESPONSE:

NAMA has written to Cerberus, PIMCO and Fortress for permission to release their signed

Non-Disclosure / Confidentiality Agreements (NDAs) to the Committee.

Both Cerberus and Fortress have responded, giving NAMA permission to forward the signed

NDAs to the Committee. These are included in Appendix 1. However, PIMCO has not yet

responded to our request.

3. The par value of loans and the transfer values taken on by NAMA, on a quarter by quarter

basis, or as available, and a summary for each year.

RESPONSE:

This information was previously provided in Question 5 of NAMA’s response to the

Committee on 3 November 2016 and is again included for the Committee’s assistance.

PAR debt discount by financial institution (stg£)

The following table sets out the par debt discount applied to the Project Eagle loans acquired

by NAMA, broken down by financial institution:

Project Eagle - Loans acquired by NAMA

Total borrower NAMA payment

Participating bank for loans (NAMA Discount PAR debt

debt)

stg£’bn stg£’bn stg£’bn %

AIB 1.0 0.6 0.5 43%

Anglo 2.2 1.0 1.1 52%

Bank of Ireland 1.4 0.7 0.7 50%

Educational Building Society 0.0 0.0 0.0 0%

Irish Nationwide Building 0.14 0.02 0.12 86%

Society

Total* 4.7 2.3 2.4 51%

* Amounts rounded to 000's

Following loan acquisition, a core feature of NAMA’s operating model was that NAMA

grouped and managed the loans consolidated by borrower connection, regardless of the

financial institution from which the loans originated. NAMA’s systems and resultant

management and financial information have been designed to support this operating model.

This holistic and consolidated management of each borrower connection’s debt has enabled

NAMA to capture surpluses on loans acquired from one institution and to apply them to

deficits on the connection’s debt with another institution. This approach was intended to

address the pre-NAMA situation whereby the financial institutions had limited visibility over

a borrower’s total connection debt. A consequence of adopting this approach is that

information on debt discounts by financial institution is available only as of the date of loan

acquisition by NAMA.

4. Income generated per annum during the period of NAMA holding the NI portfolio to

identify sales, rental income or other income.

RESPONSE:

This information was previously provided in Question 1 (f), (g) and (i) of NAMA’s response to

the Committee on 19 October 2016 and is again included for the Committee’s assistance.

• Cash receipts from disposals from time of acquisition of Northern Ireland debtors loan

portfolio to end-2013

• Rental Income and any other cash receipts from time of acquisition of Northern

Ireland debtors loan portfolio to end-2013

• Cash advanced to Northern Ireland debtors to each year to end-2013.

Cash Receipts and Advances - Eagle Debtor Connections Inception-2013 EUR GBP

Total GBP Equivalent

€m stg£m stg£m Disposal receipts 33 297 325 Non Disposal receipts 56 271 319 Total Receipts 89 569 644 Cash Advanced by NAMA (4) (44) (47)

Net Cash Movement 84 525 597

The £644 million disposal and non-disposal cash receipts figure above is the cash movement

on all debtors in the Project Eagle transaction from inception to end-2013. This analysis

includes cash movements generated by both Northern Ireland based assets and non-

Northern Ireland based assets during the period.

Of the total cash generated by debtors included in the Northern Ireland loan sale, the

following table relates to disposals of assets1 located in Northern Ireland only.

1 Including loan redemptions.

Year Total stg£m 2010 2.1 2011 30.1 2012 42.4 2013 37.9

Total GBP 112.5

5. The cost to NAMA of carrying the Northern Ireland portfolio. This information can be based

on a percentage of NAMA's overall operating costs, or some other appropriate basis if

specified by NAMA. This information is to be shown for each year and a cumulative figure for

the total period. It is to show separately the operational costs, interest/financing costs and

any other costs to NAMA.

RESPONSE:

NAMA’s operational costs are based on its cost of funding and total administration costs as a

percentage of its funding base (senior and subordinated bonds). While this varies from year

to year, it is becoming more expensive as NAMA’s funding becomes more heavily weighted

towards subordinated bonds, which have a higher coupon. It is not possible to specifically

allocate a cost to holding the Northern Ireland portfolio, as NAMA’s funding base applies to

the portfolio as a whole.

As a guide, the operational costs of NAMA (cost of funds and administration costs) are

projected to average about 5% for the period 2014-2020 (see table).

However, given the challenges associated with the Project Eagle portfolio, it is reasonable to

assume that a higher proportion of management time would have been devoted to it. Because

of this, the operational cost of holding the Project Eagle portfolio would have been higher

than implied by a simple pro-rata calculation.

6. The estimated cost associated with the Sale of Project Eagle.

RESPONSE:

The cost of the Project Eagle loan sale was €9.05m. This information and the cost, categorised

by supplier, was previously provided to the Committee in Appendix 4 of NAMA’s response to

the Committee on 3 November 2015. It is again included in Appendix 2 for the Committee’s

assistance.

7. The details of the impairments included in the Financial Statements each year. The amounts

incorporated into the 2014 Financial Statements reflecting the final outcome.

RESPONSE:

This information was previously provided in Question 1 (d) and (e) of NAMA’s response to

the Committee on 19 October 2016 and is again included for the Committee’s assistance.

• Closing balance before impairment at end of each year to end-2013

• Amount of impairment at the end of each year to end-2013.

stg£bn 2010 2011 2012 2013

Closing NAMA Debt 1.91 2.10 2.0 1.96 Impairment 0.15 0.17 0.28 0.48 Closing Carrying value – GBP

1.76 1.93 1.72 1.48

8. Any other significant material financial items associated with holding of Northern Ireland

portfolio not included above.

RESPONSE:

All material financial items have been noted within Questions 4-8 above.

9. An overall financial summary from when NAMA commenced operation up to the 30th

September 2016 giving the overall global figures and their current position and estimated

ultimate surplus (as may be published already).

RESPONSE:

The table below provides key financial metrics for the period 2010 to June 2016.

Inception to

Financial Highlights 2010 2011 2012 2013 2014 2015 H1 2016 30-Jun-16

€m €m €m €m €m €m €m €m

Total cash generated 1,014 5,085 4,505 4,480 8,562 9,093 2,456 35,195

Cash proceeds from property collateral and loan sales 431 3,726 3,041 3,672 7,757 8,543 2,313 29,483

Non-disposal cash receipts from borrowers 363 1,242 1,210 792 809 591 140 5,147

Senior bond redemptions - 1,250 3,500 2,750 9,100 5,500 3,500 25,600

Operating profit before impairment 305 1,278 826 1,198 680 1,769 434

Impairment (charge) / credit (1,485) (1,267) (518) (914) (170) 86 247

Profit / (loss) for the period after tax (1,180) 241 228 211 458 1,826 647

Loans and receivables balance (net of impairment) 27,950 25,607 22,776 19,598 13,360 7,816 6,351

Subject to current conditions being sustained and no change in taxation legislation, NAMA

expects to produce a surplus in the range of €1.6 billion to €2.3 billion by the time its work is

completed. This projection is subject to review from time to time to take account of market

conditions and external events which may impact on returns.

10. Details of impairments shown by NAMA in each year up to and including to the end of

September 2016 and the write back of impairments in each year up to the current time and

the geographical location of the impairments and write backs.

RESPONSE:

The total NAMA impairment charge / credit for each year up to and including June 2016 is set

out in the table below:

As noted in NAMA’s Audited Financial Statements, impairment of loans and receivables by

geographic sector is not possible as the impairment assessment is carried out at debtor level

and individual debtors control collateral which is typically located across a number of

jurisdictions.

11. Unredacted minutes of the Northern Ireland Advisory Committee meetings.

RESPONSE:

There are a total of 135 pages of minutes relating to the Northern Ireland Advisory

Committee, with a total of 32 redactions. These redactions consist of individual names or

sentences.

The information that was redacted was done so under the framework of the Freedom of

Information Act 2014 legislation. Within the legislation there are a number of exemptions

which exist to protect certain information, including personal information, commercially

sensitive information and information that may have an adverse impact upon the

management of an organisation.

• The majority of the redactions, 21 in total, relate to personal information.

• Three relate to information that is protected from release under the Ethics in Public

Office Act.

• Five relate to information that could negatively impact upon NAMA.

• Three relate to information about market counterparties.

12. A copy of all the disclosures of interest forms signed and handed in at the NIAC meetings

and a copy of any disclosure of interest forms signed by any NAMA Board Members in respect

of Project Eagle during the period from September 2013 to June 2014. If there were such

declarations we want a copy of the actual forms submitted. Where there were no declarations

this is to be confirmed to us. (This is a revised more narrowly focused version of a previous

request).

RESPONSE:

As outlined in NAMA’s email response to the Committee on 10 November 2016, NAMA has

received advices from both NTMA Compliance and NAMA Legal that the Agency cannot

release these records.

Specifically, we are advised that Section 35 of the Ethics in Public Office Act 1995 (the “Act”)

prohibits the disclosure of information contained in a statement provided under Section 17 of

the Act; that is, statements of interests made by designated directors. We are advised that this

request does not fall into any of the exceptions provided for in Section 32(2) of the Act.

We are also advised that the disclosures or statement of interests are made on the

understanding that they will be treated confidentially by NAMA which places an obligation of

confidentiality on NAMA.

13. The list of all advisors used by PIMCO, Cerberus and Fortress during the bidding period as

notified to NAMA and, if possible, any other advisors that were used by any of these that

NAMA was aware of prior to the sale, but were not notified of them at the time. Separately

include advisors NAMA subsequently became aware of.

RESPONSE:

The table below contains all advisors used by PIMCO, Cerberus and Fortress, as notified to

NAMA, during the bidding period.

Bidder Advisors

PIMCO New River Retail

Cushman & Wakefield

Brown Rudnick

Cerberus Linklaters

Deloitte

LNR / Hatfield Phillips

Lunson Mitchenall

Allsops

Lambert Smith Hampton

A&L Goodbody

Brodies

Nomura International

Ely Capital

Fortress Development Securities

Slaughter & May

Matheson

EC Harris

Cushman & Wakefield

Burness Paull

Hengeler Mueller

Millar McCall Wylie

QuisLex

NAMA was informed by Lazard and Cerberus that New River Retail would act for Cerberus,

having previously acted for PIMCO until mid-March 2014. For clarification, New River Retail

was not granted access to the Project Eagle virtual data room.

Also, NAMA was advised by Cerberus on 3 April 2014 that they had retained Brown Rudnick

as a strategic advisor and that Brown Rudnick had subcontracted part of their work to

Tughans. This is documented in Appendix 5 of NAMA’s response to the Committee on 3

November 2016.

14. A copy of the documents issued in early February 2014 to potential bidders showing the

conditions they were required to meet as part of the process.

RESPONSE:

Copies of process letters issued by Lazard to the firms that signed Non-Disclosure /

Confidentiality Agreements (NDAs) and entered the virtual data room are included in

Appendix 3.

15. Full details of the meeting involving NAMA, Department of Finance and Cerberus on or

around the 30th or 31st March 2014, immediately before the closing of bids, giving full details

of attendance and a full minute of the meeting and details of who arranged and why the

meeting took place.

RESPONSE:

There was no meeting on or around 30 or 31 March that was attended by NAMA, the

Department of Finance and Cerberus.

We are aware that the Department of Finance met with Cerberus on 31 March 2014 and that a

meeting note in relation to this engagement was furnished to the Committee by the

Department of Finance in its correspondence of 3 November 2016.

Separately, NAMA acceded to requests from both Cerberus and Fortress for meetings during

the last week of March 2014. Agreement to meet with both firms was on the basis that there

would be no discussion of Project Eagle.

On 31 March 2014, Mr John Snow, Chairman of Cerberus, paid a courtesy visit to NAMA

during his visit to Dublin. This meeting was attended by the NAMA Chairman, Frank Daly,

NAMA CEO, Brendan McDonagh and NAMA’s Head of Asset Recovery, Ronnie Hanna. Ron

Bolger of Ely Capital also attended. There was no discussion of Project Eagle at this meeting. A

note of the Cerberus meeting of 31 March 2014 is included in Appendix 4.

16. Full details of any similar meeting or any other contact around this time with Fortress.

RESPONSE:

As stated above, NAMA acceded to requests from both Cerberus and Fortress for meetings

during the last week of March 2014.

NAMA received a request from a senior executive in Fortress for a meeting on 25 March 2014,

which he described as “purely for introductory purposes to put faces to names of a few of our

guys ‘on the ground’ and to talk about some of the deals which we’ve closed around Europe”.

The meeting with Fortress was attended by Mr McDonagh, Mr Collison and Mr Hanna. There

was no discussion of Project Eagle at this meeting.

17. A copy of the letters referred to in NIAC Minutes of 18 June 2012 to leaders of DUP and

Sinn Fein.

RESPONSE: A pro-forma copy of the letter referenced in the NIAC minutes of 18 June 2012 is included at

Appendix 5.

Similar correspondence was sent to all Oireachtas members in March 2012 outlining the

appointment of Martin Whelan as Head of Relationship Management and reminding them of

the dedicated email addresses for parliamentarians to engage with NAMA.

Appendix 1

Non-Disclosure / Confidentiality Agreements (NDAs) signed by Cerberus and Fortress

in relation to the Project Eagle loan portfolio sale.

NON-DISCLOSURE / CONFIDENTIALITY AGREEMENT

LOAN ACQUISITION OPPORTUNITY - PROJECT EAGLE

FEBRUARY 11, 2014

National Asset Loan Management Limited ("NALM"), a subsidiary of the National Asset Management

Agency ("NAMA") summarises below a set of conditions that Cerberus European Investments, LLC

must adhere to in order to construct an offer for a portfolio of loans (the "Project Eagle Portfolio")

primarily secured over a portfolio of investment and development properties in a number of

jurisdictions (the "Proposed Transaction").

In this agreement, "Informational Materials" means all information regarding the Loans, the

Properties, the Borrowers, the Companies and the Proposed Transaction (including (without

limitation) all information contained in any Information Memorandum which is issued to you, the

undersigned (the "Potential Purchaser") in respect of the Proposed Transaction, all financial,

technical, operational, commercial and management data, know-how, marketing materials (along

with any photographs, maps and artwork contained therein) and all legal documentation pertaining

to the title to the Properties and the security underlying the Loans) which is directly or indirectly

disclosed in connection with the Proposed Transaction in whatever form (including, without

limitation, in written, oral, visual or electronic form, or on tape or disk) by or on behalf of (a) NAMA

and or any of its officers, employees or professional advisors; (b) any obligor under any of the Loans

or any of their officers, employees or professional advisors; or (c) any Participating Institution (as

that term is defined in the National Asset Management Agency Act 2009 (the "NAMA Act 2009")) or

any of their officers, employees or professional advisors, to the Potential Purchaser, and includes

(without limitation) the fact that the Project Eagle Portfolio exists, that the Proposed Transaction is

under consideration, the fact that such information has been disclosed to you and that discussions

or negotiations have or will occur regarding the Proposed Transaction (together with the status of

any such discussions or negotiations).

Informational Materials will not include information or documents that (a) were known by the

Potential Purchaser or its Related Parties prior to the disclosure thereof in connection with the

Proposed Transaction; (b) previously came or subsequently comes into the possession of the

Potential Purchaser or its Representatives from a third party which is not under any obligation to

NAMA or NALM to maintain the confidentiality of such information; (c) has become part of the

public domain or otherwise publicly available through no act or fault of the Potential Purchaser or its

Related Parties in violation hereof; or (d) the Potential Purchaser or its Related Parties can

demonstrate were independently developed by or for the Potential Purchaser or its Related Parties

without the use of the Informational Materials or any of them.

NAMA will not permit the disclosure of any Informational Materials to the Potential Purchaser unless

and until the Potential Purchaser has first executed this agreement. Upon NAMA's receipt of this

executed agreement, certain Informational Materials will be provided for the Potential Purchaser's

consideration in connection with the Proposed Transaction, subject to the conditions set forth

herein.

1. All Informational Materials shall be held in the strictest confidence and shall be used solely for the

purpose of the Potential Purchaser's consideration of a purchase of the Loans and shall not be

copied or reproduced except as necessary for the consideration of the purchase of the Loans.

Within five (5) days of NAMA's written request, the Potential Purchaser shall either (a) return all

Informational Materials and copies thereof (whether made in physical or digitised form, and

including any notes in whatever form (including, without limitation, in written, oral, visual or

electronic form, or on tape or disk) made from such Informational Materials) to NAMA, or, at the

election of the Potential Purchaser, (b) destroy all Informational Materials and copies thereof

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(whether made in physical or digitised form, and including any notes made from such Informational

Materials) and provide NAMA with written confirmation of such destruction. Notwithstanding the

foregoing, Informational Materials, copies and notes may be retained as required by law, regulation

or bona fide document retention policies or to the extent contained in electronic archives and

backups where deletion would be commercially impracticable, but only for so long as such retention

is required under the relevant law(s), regulation(s) or policies.

2. The Informational Materials may be disclosed to the Potential Purchaser's affiliated funds and fund

management entities and its and their respective employees, officers and legal counsel ("Related

Parties") only with the prior written consent of NAMA (which shall not be unreasonably withheld

or delayed), with any request for such consent specifying the names and office locations of the

employees and legal counsel concerned (it being understood that names/locations need not be

provided in respect of administrative, support and in-house legal personnel working with the

specified individuals), and strictly on a "need-to-know" basis for the purpose of evaluating the

potential purchase of the Loans; provided, however, that the Potential Purchaser shall (a) inform

such Related Parties of the confidential nature of the Informational Materials; (b) ensure that each

such Related Party shall comply with the terms of this agreement; and (c) shall be responsible for a

breach of this agreement caused by such Related Parties. The Information Materials may not be

disclosed to third parties, save for disclosure to external advisors (other than legal counsel), lenders

or potential co-investors approved by NAMA (the "External Advisors"), subject to the following

conditions being satisfied fully in advance of any disclosure being made:

(a) Prior to any such disclosure, the Potential Purchaser must obtain the written consent of

NAMA/NALM (which shall not be unreasonably withheld or delayed with respect to advisors

but shall be at the discretion of NAMA/NALM in regards to lenders or potential co-investors).

All applications for such consent must set out: (i) the name(s) and office address(es) of the

External Advisor(s); (ii) the contact names of all personnel within the External Advisor(s) that

will be given access to the Informational Materials (it being understood that names/locations

need not be provided in respect of administrative, support and in-house legal personnel

working with the specified individuals); (iii) the nature of the advices sought from the External

Advisor(s); and (iv) the likely duration of the engagement.

(b) Where the written consent of NAMA/NALM has been obtained in accordance with clause 2(a)

of this agreement, the Potential Purchaser must procure that the External Advisor(s) executes a

form of non disclosure agreement in respect of the Informational Materials in at least

equivalent terms to this agreement.

(c) The Potential Purchaser must provide NAMA with copies of all non disclosure agreements

entered into with each NAMA approved External Advisor(s), following receipt of which NAMA

will authorise in writing (e-mail is sufficient) the release of the Informational Materials to the

External Advisor(s).

(d) For the avoidance of doubt, further dissemination of any Informational Materials by the

External Advisors to third parties (other than Related Parties) is prohibited.

(e) All communications with NAMA/NALM under clauses 2(a) to 2(d) of this agreement should be

sent by email to John Collison ([email protected]), Cian Kealy ([email protected]) and Alan

Stewart ([email protected]).

3. The Potential Purchaser and the Related Parties shall ensure that all Informational Materials are at

all times protected with security measures and a degree of care that they apply to their own

confidential information, and shall keep the Informational Materials separate and under their

respective control and in their possession. The Potential Purchaser shall not transfer any

Informational Materials constituting personal data (as defined for the purposes of the Data

Protection Act 1998) outside the European Economic Area.

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4. If any court or governmental authority requires the Potential Purchaser to disclose any portion of

the Informational Materials, the Potential Purchaser shall, to the extent permitted by law and legal

process, (a) provide NAMA with prompt written notice of such requirement; and (b) cooperate with

NAMA in a commercially reasonable manner (at NAMA's cost and expense) in obtaining any

protective order or other remedy sought by NAMA with respect to such requirement. If no such

protective order or other remedy is obtained, then the Potential Purchaser may disclose only that

portion of the Informational Materials that in the reasonable advice of the Potential Purchaser's

legal counsel is legally required to be disclosed, and shall exercise all commercially reasonable

efforts (at NAMA's cost and expense)to obtain reliable assurance that confidential treatment will be

accorded the Informational Materials PROVIDED THAT the Potential Purchaser must provide NAMA

with a complete copy of such disclosure if legally permitted. NAMA acknowledges that the

Potential Purchaser and/or one or more of its affiliated funds and fund management entities is

subject to regulatory and/self-regulatory requests and inspections and that the Information may be

disclosed without notice in connection therewith to the extent such notice is impracticable.

5. The Potential Purchaser understands that (a) this agreement is made for the benefit of

NAMA/NALM and that either party may enforce its provisions; (b) all communications regarding the

Proposed Transaction, including requests for information or meetings shall be submitted only to

NAMA; (c) the Potential Purchaser shall not contact any directors, officers or other staff of NAMA

regarding the Proposed Transaction without NAMA first having given written consent; and (d) the

Potential Purchaser shall not contact any obligor under the Loans or any security underlying the

Loans or any of the original NAMA participating institutions (as that term is defined in the NAMA

Act 2009) with respect to the subject matter hereof without the written consent of NAMA.

6, It will be a condition of gaining access to the electronic data room for the Proposed Transaction that

the Potential Purchaser and the Related Parties accept and comply with the rules of such data

room; provided, however, that the provisions of this agreement shall supercede any contradictory

terms in such data room rules. The Potential Purchaser undertakes to comply with such data room

rules as provided above.

7. The Informational Materials do not purport to be all-inclusive or to contain all information that a

prospective purchaser may desire. The Potential Purchaser understands and acknowledges that

neither NAMA, nor any of their employees or agents, make any representations or warranties as to

the accuracy or completeness of the Informational Materials and that the information has not been

independently verified by NAMA. The Informational Materials are not guaranteed as to

completeness or accuracy nor are they intended as a substitute for independent due diligence and

analysis by the Potential Purchaser. The Potential Purchaser acknowledges that NAMA has no

responsibility to update the Informational Materials.

8. The Potential Purchaser acknowledges it (together with its affiliated funds) is acting as a Principal or

an Investment Advisor with respect to the proposed purchase of the Loans, and not as a broker, and

will not look to NAMA for any fees or commissions.

9. The Potential Purchaser hereby agrees to fully and effectually indemnify and keep indemnified

NAMA and their respective affiliates, shareholders, directors, officers, employees, agents and

successors and assigns against and from any loss, damage, claim, liability or expense, (including legal

fees and expenses), arising out of any breach of any of the terms of this agreement or arising from

any broker, agent or finder claiming by or through the Potential Purchaser.

10, The Potential Purchaser acknowledges that the Proposed Transaction is subject to withdrawal from

the market, change in offering price, prior sale or rejection of any offer because of the terms

thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason

whatsoever, without notice. The Potential Purchaser acknowledges that the Proposed Transaction

is being offered without regard to race, creed, sex, religion, or national origin.

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11. The Potential Purchaser represents and warrants that (i) it is duly incorporated and validly existing

under the laws of the jurisdiction in which it is incorporated or formed, and is subject to suit in its

own name; (H) it has the power and authority to enter into this agreement, and (iii) its obligations

under and in connection with this agreement constitute its legal, valid, binding and enforceable

obligations.

12. The Potential Purchaser acknowledges that damages may be inadequate to protect against a breach

of this agreement. It is hereby agreed that in the event of any such breach by the Potential

Purchaser and/or a Related Party that (a) NAMA is entitled to seek specific performance and/or

injunctive relief or other available equitable relief as a remedy for any such breach, and (b) the

Potential Purchaser shall not oppose the granting of injunctive relief, specific performance or other

equitable remedy in favour of NAMA on the grounds that an adequate remedy exists at law.

13. No delay, neglect or forbearance by either party to this Agreement in enforcing any provision of this

Agreement shall be deemed to be a waiver or in any way prejudice any rights of that party.

14. The obligations in this agreement shall remain binding and in effect for a period of two (2) years

from the date hereof.

15. This confidentiality agreement shall be governed by and construed in accordance with the laws of

Ireland and the Potential Purchaser hereby irrevocably agrees to submit any such dispute,

proceedings or claim arising hereunder to the exclusive jurisdiction of the Irish courts.

If you are in agreement with the foregoing, please return one original signed copy of this agreement to

John Collison ([email protected]), copying Cian Kealy ([email protected]) and Alan Stewart

([email protected]).

POTENTIAL PURCHASER: AFFILIATED FUNDS OF CERBERUS EUROPEAN INVESTMENTS, LLC

Accepted and Agreed to this 11th day of February, 2014

SIGNING PARTY

(Party Authorised to Execute)

CERBERUS EUROPEAN INVESTMENTS, LLC

By:

Name:

Title: (.1 (.1 ~r>T

Date: February 11, 2014

Address: 875 Third Avenue

New York, NY 10022

Attn: The Office of the General Counsel

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NON-DISCLOSURE / CONFIDENTIALITY AGREEMENT

LOAN ACQUISITION OPPORTUNITY - PROJECT EAGLE 2014

National Asset Loan Management Limited ("NALM"), a subsidiary of the National Asset Management

Agency ("NAMA") summarises below a set of conditions that you must adhere to in order to

construct an offer for a portfolio of loans (the "Project Eagle Portfolio" or the "Loans") held by NALM

and primarily secured over a portfolio of investment and development properties (the "Properties")

in a number of jurisdictions (the "Proposed Transaction").

In this agreement, "Informational Materials" means all information regarding the Loans, the

Properties, obligors under the Loans and the Proposed Transaction, including (without limitation) all

information contained in any Information Memorandum which is issued to Fortress Investment

Group LLC, on behalf of itself and/or certain funds managed by it and/or its affiliates ("you" or the

"Potential Purchaser") in respect of the Proposed Transaction, all financial, technical, operational,

commercial and management data, know-how, marketing materials (along with any photographs,

maps and artwork contained therein) and all legal documentation pertaining to the title to the

Properties and the security underlying the Loans, which is directly or indirectly disclosed in whatever

form (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) by

or on behalf of (a) NAMA and or any of its officers, employees or professional advisors; (b) any

obligor under any of the Loans or any of their officers, employees or professional advisors; or (c) any

Participating Institution (as that term is defined in the National Asset Management Agency Act 2009

(the "NAMA Act 2009")) or any of their officers, employees or professional advisors, to the Potential

Purchaser, and includes (without limitation) the fact that the Project Eagle Portfolio exists, that the

Proposed Transaction is under consideration, the fact that such information has been disclosed to

you and that discussions or negotiations have or will occur regarding the Proposed Transaction

(together with the status of any such discussions or negotiations).

Informational Materials will not include information or documents that (a) the Potential Purchaser

can demonstrate were known by the Potential Purchaser or its Related Parties prior to the disclosure

thereof; (b) came or comes into the possession of the Potential Purchaser or its Related Parties from

a third party which is not, to the best of your knowledge, in breach of any obligation to NAMA to

maintain the confidentiality of such information; (c) has become part of the public domain through

no act or fault of the Potential Purchaser in breach hereof; or (d) the Potential Purchaser can

demonstrate were or is independently developed by or for the Potential Purchaser or its Related

Parties without the use of the Informational Materials.

NAMA will not permit the disclosure of any Informational Materials to the Potential Purchaser unless

and until the Potential Purchaser has first executed this agreement. Upon NAMA's receipt of this

executed agreement, certain Informational Materials will be provided for the Potential Purchaser's

consideration in connection with the Proposed Transaction, subject to the conditions set forth

herein.

1. All Informational Materials shall be held in the strictest confidence and shall be used solely for the

purpose of the Potential Purchaser's consideration of a purchase of the Loans and shall not be

copied or reproduced except solely as needed for the consideration of the purchase of the Loans.

Within ten (10) days of NAMA's written request, the Potential Purchaser shall either (a) return all

Informational Materials and copies thereof (whether made in physical or digitised form, and

including any notes in whatever form (including, without limitation, in written, oral, visual or

electronic form, or on tape or disk) made from such Informational Materials) to NAMA, or (b)

destroy all Informational Materials and copies thereof (whether made in physical or digitised form,

and including any notes made from such Informational Materials) and provide NAMA with written

confirmation of such destruction (such confirmation may be via e-mail). Notwithstanding anything

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herein to the contrary, Potential Purchaser and its Related Parties may retain copies of the

Informational Materials for the purpose of defending any claim related to this agreement or any

transaction related hereto or as may be required in accordance with your or their respective legal,

compliance and/or automated backup archiving practices.

2. The Informational Materials may be disclosed to the Potential Purchaser's and its affiliates and its

and their respective (i) directors, officers and employees and (ii) operating partners, asset

managers and legal counsel ("Related Parties"), but in the case of a disclosure under sub-

paragraph (ii), only with the prior written consent of NAMA (which shall not be unreasonably

withheld or delayed), with any request for such consent specifying the name (at an

entity/institutional level only) of the ) operating partner, asset manager or legal counsel

concerned, and strictly on a "need-to-know" basis for the sole purpose of evaluating the potential

purchase of the Loans; provided, however, that the Potential Purchaser shall (a) inform such

Related Parties of the confidential nature of the Informational Materials; (b) direct (and as to

external, unaffiliated Related Parties not subject to confidentiality or professional obligations,

ensure) that each such Related Party shall comply with the terms of this agreement; and (c) shall be

responsible for a breach of this agreement caused by such Related Parties. The Information

Materials may not be disclosed to third parties (which for the avoidance of doubt, means parties

other than Related Parties), save for disclosure to external advisors to the extent approved by

NAMA (the "External Advisors") unless the following conditions are satisfied fully in advance of any

disclosure being made:

(a) Prior to any such disclosure, the Potential Purchaser must obtain the written consent of NAMA

(such consent not to be unreasonably withheld or delayed). All applications for such consent

must set out: (i) the name(s) and address(es) of the External Advisor(s); (ii) the contact names of

all personnel within the External Advisor(s) that will be given access to the Informational

Materials; (iii) the nature of the advices sought from the External Advisor(s); the likely duration

of the engagement.

(b) Where the written consent of NAMA has been obtained in accordance with clause 2(a) of this

agreement, the Potential Purchaser must procure that the External Advisor(s) executes a form

of non disclosure agreement in respect of the Informational Materials in at least equivalent

terms to this agreement.

(c) The Potential Purchaser must provide NAMA with copies of all non disclosure agreements

entered into with each NAMA approved External Advisor(s), following receipt of which NAMA

will authorise in writing the release of the Informational Materials to the External Advisor(s).

(d) For the avoidance of doubt, further dissemination of any Informational Materials by the

External Advisors to third parties is prohibited.

(e) All communications with NAMA under clauses 2(a) to 2(d) of this agreement should be sent by

email to John Collison ([email protected]), Cian Kealy ([email protected]) and Alan Stewart


3. The Potential Purchaser and the Related Parties shall ensure that all Informational Materials are at

all times protected with security measures and a degree of care that they apply to their own

confidential information, and shall keep the Informational Materials under their respective control

and in their possession. The Potential Purchaser shall not transfer any Informational Materials

constituting personal data (as defined for the purposes of the Data Protection Act 1998) outside the

European Economic Area or the United States of America.

4. If any court, law, subpoena, stock exchange, self-regulatory organization, regulatory body or

governmental authority requires the Potential Purchaser to disclose any portion of the

Informational Materials, the Potential Purchaser shall, to the extent permitted by law and legal

process, (a) provide NAMA with prompt written notice of such requirement; and (b) cooperate with

NAMA in a commercially reasonable manner in obtaining any protective order or other remedy

sought by NAMA with respect to such requirement at NAMA's sole cost. If no such protective order

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or other remedy is obtained, then the Potential Purchaser may disclose only that portion of the

Informational Materials that in the advice of the Potential Purchaser's legal counsel is legally

required to be disclosed, and shall request that confidential treatment will be accorded the

Informational Materials PROVIDED THAT where possible the Potential Purchaser will provide NAMA

with a complete copy of such disclosure if NAMA so requests. Notwithstanding anything herein to

the contrary, Potential Purchaser shall not be required to notify NAMA if the disclosure is made to a

federal or state regulatory agency, self-regulatory organization, or governmental agency in the

course of such authority's routine examinations or inspections not targeted at the NAMA or the

Proposed Transaction.

5. The Potential Purchaser understands that (a) this agreement is made for the benefit of

NAMA/NALM and that either party may enforce its provisions; (b) all communications regarding the

Proposed Transaction, including requests for information or meetings shall be submitted only to

NAMA; (c) the Potential Purchaser shall not initiate contact with any directors, officers or other staff

of NAMA regarding the Proposed Transaction without NAMA first having given written consent

(may be via e-mail); and (d) the Potential Purchaser shall not contact any obligor under the Loans or

any security underlying the Loans or any of the original NAMA participating institutions (as that

term is defined in the NAMA Act 2009) with respect to the subject matter hereof without the

written consent of NAMA. Notwithstanding the foregoing, nothing herein shall restrict contact or

communication in the ordinary course of business unrelated to the Proposed Transaction.

6. The Potential Purchaser has been advised that it will be a condition of gaining access to the

electronic data room for the Proposed Transaction that the Potential Purchaser and the Related

Parties accept and comply with the rules of such data room. The Potential Purchaser undertakes to

comply with such data room rules, including, without limitation, any restrictions on copying and/or

printing.

7. The Informational Materials do not purport to be all-inclusive or to contain all information that a

prospective purchaser may desire. The Potential Purchaser understands and acknowledges that

neither NAMA, nor any of their employees or agents, make any representations or warranties as to

the accuracy or completeness of the Informational Materials and that the information has not been

independently verified by NAMA. The Informational Materials are not guaranteed as to

completeness or accuracy nor are they intended as a substitute for independent due diligence and

analysis by the Potential Purchaser. The Potential Purchaser acknowledges that NAMA has no

responsibility to update the Informational Materials. Notwithstanding anything herein to the

contrary, nothing in this agreement shall limit any rights that you may have pursuant to any

definitive written agreement that may be entered into relating to the Proposed Transaction, subject

to such restrictions and limitations as may be contained therein.

NAMA confirms that (a) the Informational Materials and the Transaction contemplated by this

Agreement does not involve any securitized loans or assets (including, without limitation, as security

for any loans which involve a securitization) and (b) that none of the underlying obligors/owners are

public issuers or affiliates thereof and that Fortress will not otherwise receive private information

concerning public issuers or securities.

8. The Potential Purchaser acknowledges it is acting as a Principal or an Investment Advisor with

respect to the proposed purchase of the Loans, and not as a broker, and will not look to NAMA for

any fees or commissions.

9. The Potential Purchaser hereby agrees to indemnify and keep indemnified NAMA and its respective

affiliates, shareholders, directors, officers, employees, agents and successors and assigns against

and from any actual loss, damage, liability or expense, (including legal fees and expenses), arising

out of any breach of any of the terms of this agreement by the Potential Purchaser or its Related

Parties.

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SIGNING PARTY

(Party Authorised to Execute)

Company: Fortress Inv

By:

Name:

Title:

Date: February 24, 2014

10. The Potential Purchaser acknowledges that the Proposed Transaction is subject to withdrawal from

the market, change in offering price, prior sale or rejection of any offer because of the terms

thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason

whatsoever, without notice. The Potential Purchaser acknowledges that the Proposed Transaction

is being offered without regard to race, creed, sex, religion, or national origin.

11. The Potential Purchaser represents and warrants that (i) it is duly incorporated and validly existing

under the laws of the jurisdiction in which it is incorporated or formed, and is subject to suit in its

own name; (ii) it has the power and authority to enter into this agreement, and (iii) its obligations

under and in connection with this agreement constitute its legal, valid, binding and enforceable

obligations.

12, The Potential Purchaser acknowledges that damages may be inadequate to protect against a breach

of this agreement. It is hereby agreed that in the event of any such breach by the Potential

Purchaser and/or a Related Party that (a) NAMA is entitled to seek specific performance and/or

injunctive relief or other available equitable relief as a remedy for any such breach, and (b) the

Potential Purchaser shall not oppose the granting of injunctive relief, specific performance or other

equitable remedy in favour of NAMA.

13. No delay, neglect or forbearance by either party to this Agreement in enforcing any provision of this

Agreement shall be deemed to be a waiver or in any way prejudice any rights of that party.

14. The obligations in this agreement shall remain binding and in effect for a period terminating on the

earlier of: (i) two (2) years from the date hereof and (ii) the date of execution between you and

NAMA or your respective affiliates of a definitive agreement regarding the Proposed Transaction.

15. This confidentiality agreement shall be governed by and construed in accordance with the laws of

Ireland and the Potential Purchaser hereby irrevocably agrees to submit any such dispute,

proceedings or claim arising hereunder to the exclusive jurisdiction of the Irish courts.

If you are in agreement with the foregoing, please return one original signed copy of this agreement to

John Collison ([email protected]), copying Cian Kealy ([email protected]) and Alan Stewart


POTENTIAL PURCHASER: FORTRESS INVESTMENT GROUP LLC

Accepted and Agreed to this 24 day of February , 2014

DEAL LEADER/RECIPIENT OF DILIGENCE AND MARKETING

MATERIALS

(If Different Than Signing Party; If the Same Write "Same")

Name:

Address:

Phone:

Fax:

E-mail:

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Appendix 2

Fees paid to providers as part of the Project Eagle sale.

Total Costs Project Eagle - By Supplier

To 30/06/2015

Supplier Name €'000

Lazard & Co Limited 5,448

Hogan Lovells International LLP 1,846

Arthur Cox Northern Ireland 264

PricewaterhouseCoopers LLP 227

Capita Asset Services (Ireland) Limited 223

John McKee & Son Solicitors 132

Savill (UK) Ltd 114

Keenan Corporate Finance 100

Bank of Ireland 78

Intralinks INC 74

Beauchamps Solicitors 47

Taylor Wessing LLP 46

McCann Fitzgerald 37

RSM McClure Watters 36

Lisney Ltd 35

Carson McDowell 33

Matheson 32

Grant Thornton Corporate 29

Arthur Cox 27

Tods Murray LLP 22

A & L Goodbody Solicitors NI 20

Osborne King Commercial Property Consultants 20

C&H Jefferson Solicitors 19

Taylor Wessing LLP (Munchen) 17

BTW Shiells Limited 15

Ardmore Commercial Limited 14

Keenan Corporate Finance Ltd Euro 12

Dedak and Partners 10

A&L Goodbody Solicitors 10

Geoffrey Leaver Solicitors 8

Tughans Solicitors 8

Appleby (St Helier- Jersey) 7

Denis Williams Design Services Ltd 6

William Fry Solicitors 5

Bedell Cristin Group Services Ltd 4

Whitney Moore Solicitors 4

CBRE NI (Northern Ireland) 3

Brodies LLP 3

Eversheds O'Donnell Sweeney 3

TLT LLP 3

Peden & Reid Solicitors 2

Elliott Duffy Garrett 2

Forgo, Damjanovic & Partners Law Firm 2

WDR & RT Taggart 1

Grand Total €'000 9,050

Appendix 3

A copy of process letters issued by Lazard to firms who signed a Non-Disclosure /

Confidentiality Agreement (NDA) and entered the virtual data room.

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STRICTLY PRIVATE AND CONFIDENTIAL

LAZARD & CO., LIMITED 50 Stratton Street, London W1J 8LL

Authorised and regulated by the Financial Conduct Authority Member of the London Stock Exchange Registered in England no. 162175

SWITCHBOARD +44 (0)20 7187 2000 DIRECT +44 (0)20 7187 2272 FAX +44 (0)20 7072 6272 E-MAIL [email protected]

14 February, 2014

CERBERUS EUROPEAN INVESTMENTS, LLC 875 Third Avenue New York NY 10022

For the attention of Ron Rawald

Dear Sirs,

Project Eagle

Thank you for your indication of interest in the Project Eagle real estate loan portfolio (the Portfolio), and for returning the signed Non-Disclosure Agreement.

On behalf of the National Asset Management Agency (NAMA or the Seller), Lazard & Co., Limited (Lazard) is pleased to confirm that you have been selected to participate in the next phase of process, during which you will be invited to submit an offer for the Portfolio.

Reminder of Confidentiality

We would like to reiterate the highly sensitive nature of this transaction, and that the existence and contents of this letter, and any other matters in connection with this letter are subject to the Non-Disclosure Agreement previously executed. Your attention is specifically drawn to the following terms of the Non-Disclosure Agreement;

to the basis on which information is prepared and provided; and

to the ability of the Seller to conduct the sale as it deems appropriate.

You are reminded that the receipt and circulation of the Informational Materials (as defined in the Non-Disclosure Agreement) are limited by the terms of the Non-Disclosure Agreement. You are also reminded that no Informational Materials, including the fact that the Portfolio exists, may be disclosed to any external advisors without written pre-approval from the Seller.

We would also stress that you are not permitted to make any comment concerning this transaction, the Portfolio or NAMA to any media outlet or other party under any circumstances and that this applies regardless of commentary or reporting appearing in the media.

Process Overview

This letter sets forth the key process steps and timetable for the next stage of the process as well as the form in which you are requested to submit a formal and firm final offer for the Portfolio (the Offer). Your

NEW YORK LONDON PARIS MILAN AMSTERDAM ATLANTA BEIJING BORDEAUX BOSTON BRISBANE BUENOS AIRES* CHICAGO DUBAI FRANKFURT HAMBURG HONG KONG HOUSTON LOS ANGELES LYON MADRID MELBOURNE MINNEAPOLIS MONTREAL M U M B A I SAN DIEGO SAN

FRANCISCO SAO PAULO* * SEOUL SHANGHAI SINGAPORE STOCKHOLM SYDNEY TOKYO TORONTO ZURICH

* Strategic Alliance * * joint venture

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Offer should be submitted in electronic form by no later than 12:00 BST on Tuesday, 18th March 2014, and should be addressed to:

Patrick Long Tel: +44 20 7187 2272 Managing Director Fax: +44 20 7072 6272 Lazard & Co., Limited Email: [email protected] 50 Stratton Street London W1J 8LL

To facilitate the Offer, you will be provided with the form of Loan Sale Agreement (the LSA) that the Seller expects to be entered into. The LSA will provide for a simultaneous exchange and completion. A Transitional Services Agreement (the TSA) will be put in place between you and the Seller as part of the completion of this transaction.

The Seller has made you aware that the diligence material to be provided will be limited in nature. Furthermore, there will be no reliance on any information or materials provided in the data room by the Seller or its advisers. There will be no representation or warranties by the Seller or any Participating Institution as regards the accuracy or completeness of any information in the data room. Furthermore, the LSA will contain minimal representations and warranties (as set out in the form of LSA to be provided) and the Seller will not entertain further discussions or negotiation on the scope or content of representations and warranties.

The Portfolio will continue to evolve during this proposed transaction. As such your offer should be broken down by the value you attribute to each real estate asset. In the event that a real estate asset is sold or the loan secured by same is repaid then your Offer will be adjusted by the corresponding value that is attributed to that asset.

The Offer should be constructed on the basis that income/costs from the Portfolio will be for the account of the purchaser from the date of completion. An appropriate completion cut-off mechanic will be included in the LSA.

For the avoidance of doubt:

NAMA expects a full and clean exit from the Portfolio (subject to the perfection by the Purchaser of any necessary transfer mechanics and any transitional services that NAMA may agree to provide or procure in the terms set out in any TSA);

Your Offer is expected to enable you to close and complete the purchase of the Portfolio in cash using your internal resources.

If you do not believe you will be able to make an Offer on the terms set out in this letter for whatever reason, we would ask that you notify us as soon as possible.

Electronic Data Room

You will be provided with access to an electronic data room containing Information Materials on the Portfolio, for which relevant procedural instructions will be presented to the user of the data room in advance of access. NAMA and Lazard retain the right, in their sole discretion and at any time, to terminate access to the electronic data room.

The contents of the data room will be substantially limited to the following:




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A full list of all borrower connection names and borrowing entities;

A full list of real estate assets including identifiers and locations;

Redacted valuation reports on the top 55 real estate assets by value (dated November 2009) and un-redacted valuation reports for all other real estate assets with the exception of a limited number of real estate assets that were secured to NAMA following acquisition of the relevant facilities. Separate information will be provided in relation to these assets;

Current tenancy schedules for key real estate assets by value;

Facility, security and title documents for the top 55 real estate assets by value, (please note that facility and security documents may also relate to other real estate assets as financing arrangements are not always specific to individual assets);

A brief description of the facility and security arrangements relating to all other real estate assets as extracted from information in NAMA's files on or around the date such facilities were acquired by NAMA;

Forecast income from the Portfolio for 2014; and

The outstanding debt balances.

NAMA expects Offers to be formulated on the basis of information in the data room and does not expect any detailed Q&A in relation to the content of the data room.

Contents of the Offer

Your Offer should specifically address the following items, in the order provided:-

1. Identity of Bidder: the identity of the proposed buyer (including diagram illustrating ownership structure);

2. Purchase Price: the cash price in pounds sterling that you are prepared to pay for the Portfolio. Your purchase price should also be broken down by each real estate asset;

3. Key Assumptions and Methodology: a review of the valuation methodology used to calculate the Offer, detailing the major assumptions used;

4. Due Diligence: a statement that all necessary due diligence has been completed by you on the information provided by the Seller, so that if the Seller chooses to continue discussions with you, you will be in a position to proceed expeditiously;

5. Strategic Rationale and Future Intentions for the Portfolio: a description of the commercial strategy for the Portfolio following completion;

6. Internal Approvals: confirmation that you have received the necessary approval from within your company to submit and, if appropriate, progress your Offer to completion;




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7. TSA: details of all services which you wish the Seller to provide on an execution-only basis following completion and the duration of TSA you require.

8. Onboarding: a description of your strategy for onboarding the Portfolio following completion to include the identity of your intended loan servicer and IT service provided as appropriate;

9. External Approvals: details of any shareholder, regulatory (including anti-trust), governmental or other approval(s) required or conditions necessary for you to complete the transaction and a detailed indication of the timing implications thereof;

10. Financing: details of your financing arrangements for the transaction clearly confirming your ability to fund the transaction from existing resources;

11. Timing: an indication of the expected length of time required to execute an LSA and agree a TSA to purchase the Portfolio;

12. Contact Details: the names and contact details of the persons we should contact with respect to your Offer; and

13. Other Information: any other information which you consider may be relevant to the Seller in determining its choice of purchaser.

Bidders will be notified of the approach required in respect of the LSA when it is distributed.

Evaluation of Binding Offers

The Seller, with the assistance of Lazard and its other advisers, intends to evaluate your Offer promptly and intends to notify you thereafter as to whether or not it wishes to advance discussions with you. The Seller intends to evaluate proposals on the basis of a number of criteria, including the level of consideration offered, the absence of contingent elements and guarantees in the proposals, your position with regards the form of LSA and TSA, and such other matters as the Seller or its advisers deem appropriate.

Although the Seller may discuss with you the terms of your Offer, for the purposes of clarification, the Seller will assume that your Offer represents your best and final position.

Next Steps

It is the intention of the Seller to enter into a definitive contract of sale with the party which submits the Offer that best satisfies the objectives of the Seller. The successful bidder will be expected to sign the LSA very shortly after being chosen and accordingly it is essential that all due diligence which you would expect to carry out on the basis of the Informational Materials provided is completed before the Offer is submitted and all internal financing arrangements are in place.

Other Matters

The Seller reserves the right, at its sole discretion and without assigning any reasons, to negotiate with all or any prospective purchasers on any terms and whether individually or simultaneously and/or reject any or all proposals or offers received and/or terminate any negotiations and discussions and neither the Seller nor Lazard nor any of its other advisers will have any liability or obligation to any prospective purchaser




5

as a result. Similarly, the Seller may at any time, in its absolute discretion, enter into any special arrangements with any prospective purchaser without notifying other prospective purchasers.

Under no circumstances should any prospective purchaser or its associates, advisers or agents, without the prior consent of the Seller or Lazard, communicate directly or indirectly with:

The management or employees of NAMA (other than the NAMA deal team members);

The borrowers or guarantors under the loans in the Portfolio;

The owners/managers of the property assets (including any insolvency practitioners);

Any other party, including (without limitation) any third party who may manage or service or who may have contractual relationships with the Portfolio or any property assets within the Portfolio. For the avoidance of doubt, this shall include Capita Asset Services , Allied Irish Banks plc and Bank of Ireland and any of their affiliates or related entities; and

Any other potential purchaser of or lender against the Portfolio in relation to the proposed transaction.

Any questions regarding the Portfolio or the sale process should be directed to Lazard.

It is understood that each interested party will bear its own costs and expenses of its investigation and evaluation of the Portfolio including the fees and disbursements of its own legal, financial and other advisers. Neither the Seller nor any of its advisers shall have any obligations to you except in the case of the Seller in so far as these are expressly contained in any binding agreement ultimately entered into with you to effect a transaction with the Seller.

The sale of the Portfolio will be subject to the final approval of the NAMA Board.

You should note that in connection with the sale of the Portfolio Lazard is acting for NAMA and no-one else and will not be responsible to anyone other than NAMA for providing the protections offered to clients of Lazard nor for providing advice in relation to a possible transaction with NAMA.

Governing Law and Jurisdiction

This letter, the relationship between you and the Seller and the conduct of the process of the sale of the Portfolio shall be governed by, and construed in accordance with, the law of the Republic of Ireland, and each party irrevocably submits to the exclusive jurisdiction of the Irish courts.

Yours faithfully

Patrick Long Managing Director

Lazard & Co., Limited




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14 February, 2014

BRAVO Strategies II LLC 11 Baker Street London W1U 3AH

For the attention of James Gilbert

Dear Sirs,

Project Eagle









Process Overview





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