mg Doc 1761 Filed 12/12/13 Entered 12/12/13 16:40:33 Main Document Pg 1 of 9 : : : (Jointly Administered) : Chapter 11 : : : :

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1 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 1 of 9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 MF GLOBAL HOLDINGS LTD., et al., Case No (MG) Debtors. (Jointly Administered) x x In re MF GLOBAL INC. Case No (MG) SIPA Debtor x STIPULATION AND ORDER REGARDING LIMITED RELIEF FROM AUTOMATIC STAY AND RELATED CLAIM WITHDRAWAL This Stipulation and Order (this Stipulation ) is made and entered into on the date hereof, by and among James W. Giddens (the Trustee ), as trustee for the liquidation of MF Global Inc. ( MFGI ) under the Securities Investor Protection Act of 1970, as amended ( SIPA ), MF Global Holdings Ltd. ( Holdings Ltd. ), the Plan Administrator under the Second Amended and Restated Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code for MF Global Holdings Ltd., MF Global Finance USA Inc., MF Global Capital LLC, MF Global FX Clear LLC, MF Global Market Services LLC, and MF Global Holdings USA Inc. (the Second Amended and Restated Plan ), Bank of Montreal ( BMO ), Joseph D. Saab ( Mr. Saab ), U.S. Specialty Insurance Company ( U.S. Specialty ), Brit Global Specialty, ACE Underwriting Agencies Limited, managing agent for Syndicate AGM 2488 and Xchanging Claims Services Limited (collectively, the Lloyd s Insurers and together with U.S. Specialty, the Insurers, and collectively with the Trustee, Holdings Ltd., BMO, and Saab, the Parties ).

2 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 2 of 9 RECITALS A. On October 31, 2011 (the Filing Date ), Holdings Ltd. and MR Global Finance USA Inc. filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). Thereafter, the remaining Chapter 11 Debtors filed their respective voluntary petitions for relief under chapter 11 of the Bankruptcy Code and the Chapter 11 Debtors cases are being jointly administered (the Chapter 11 Cases ). B. Late on the Filing Date, the Honorable Paul A. Engelmayer, Judge for the United States District Court for the Southern District of New York, entered the Order Commencing Liquidation of MFGI (the MFGI Liquidation Order ), pursuant to the provisions of SIPA in the case captioned Securities Investor Protection Corp. v. MF Global Inc., Case No. 11-CIV-7750 (PAE), which appointed Trustee as trustee for the liquidation of MFGI and removed the proceeding to the Bankruptcy Court. The liquidation of MFGI is pending in the case captioned In re MF Global Inc., Case No (MG) SIPA (the MFGI Proceeding ). C. U.S. Specialty issued to MF Global Ltd. its Excess Policy No. 14-MGU- 07-A14405 (the U.S. Specialty Policy ) for claims made in the period of April 30, 2007 to April 30, D. Subject to all of its terms, conditions and limitations, the U.S. Specialty Policy provides a $15 million maximum aggregate limit of liability, inclusive of Defense Costs, excess of a $15 million primary Professional Indemnity Insurance Policy No issued by New Hampshire Insurance Company (the Primary Policy ). E. The Lloyd s Insurers issued to MF Global Ltd. its Excess Policy No. 576/MMU0280 (the Lloyd s Policy and together with the U.S. Specialty Policy, the Policies ) for claims made during the period April 30, 2007 to April 30,

3 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 3 of 9 F. On April 30, 2008, the Insurers received a notice of circumstances under the Policies relating to an investigation of trading losses by a former energy trader at BMO. G. On August 28, 2009, BMO filed an action against MFGI and Saab (together, the MFGI Insureds ) and others, captioned, Bank of Montreal v. Optionable, Inc., et al., Case No. 09-CV-7557 (GBD) (JLC) (S.D.N.Y.) (the BMO Action ) asserting claims against defendants for their alleged roles in the fraud carried out by David Lee, the former natural gas options trader in BMO s Commodity Derivative Group, to conceal hundreds of millions of dollars in trading losses, as set forth more fully in the pleadings filed in the BMO Action. H. The BMO Action was stayed as against MFGI pursuant to the MFGI Liquidation Order. I. On November 23, 2011, the Bankruptcy Court entered the Order Approving Trustee s Expedited Application to Establish Parallel Customer Claims Processes and Related Relief (MFGI ECF No. 423) (the Claim Process Order ). J. On June 1, 2012, pursuant to the Claims Process Order, BMO filed a proof of claim (Claim No. 5445) against MFGI in the MFGI Proceeding, asserting an unsecured general creditor claim in an amount in excess of $323,000, based on the complaint filed in the BMO Action (the Bankruptcy Claim ). BMO represents and warrants that it remains the legal and beneficial owner of the Bankruptcy Claim. BMO did not file a proof of claim in the Chapter 11 Cases. K. On April 5, 2013, the Bankruptcy Court entered an order confirming the Amended and Restated Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code for MF Global Holdings, Ltd., MF Global Finance USA Inc., MF Global Capital, LLC, MF Global FX Clear LLC, MF Global Market Services LLC, and MF Global Holdings USA Inc. -3-

4 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 4 of 9 (Holdings ECF No. 1288) (the Confirmation Order ). On May 2, 2013, the Bankruptcy Court entered an order granting the motion for approval of certain nonmaterial modifications to the confirmed plan, and on May 3, 2013, the Second Amended and Restated Plan was filed, (Holdings ECF No. 1382), which reflects the approved nonmaterial modifications. The effective date of the Second Amended and Restated Plan occurred on June 4, As of the effective date, Holdings Ltd. is the Plan Administrator under the Second Amended and Restated Plan. L. Pursuant to the MFGI Liquidation Order, the automatic stay (the Automatic Stay ) extant in the MFGI Proceeding pursuant to SIPA and section 362 of the Bankruptcy Code remains in full force and effect. M. Pursuant to paragraph 75 of the Confirmation Order, a plan injunction (the Plan Injunction ) as to the Chapter 11 Debtors and their respective property remains in full force and effect. N. On November 15, 2013, the Bankruptcy Court entered the Order Granting Motion of U.S. Specialty Insurance Company for Relief from the Automatic Stay, to the Extent Applicable (Holdings ECF No. 1730; MFGI ECF No. 7242) which authorized U.S. Specialty to pay for defense costs incurred by Mr. Saab in the defense of the BMO Action. O. The Trustee, BMO, Mr. Saab and the Insurers have agreed to a confidential settlement which will resolve the BMO Action as to the MFGI Insureds solely from payment by the Insurers, without any distribution or other payment from the MFGI estate, pursuant to certain settlement agreements (together, the Settlement Agreements ). The Parties shall provide the Bankruptcy Court copies of the Settlement Agreements in camera in connection with presentment of this Stipulation. Holdings Ltd. and the Trustee have agreed to consent to relief from the Automatic Stay and the Plan Injunction, to the extent applicable, for the limited purpose of the Insurers paying the settlement amount and defense costs under the -4-

5 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 5 of 9 Policies, as further provided for in the Settlement Agreements. The Insurers have agreed to pay the settlement amount directly to BMO in accordance with the terms of the Settlement Agreements and to advise counsel for the Trustee by when the payment is made. P. BMO has also agreed to withdraw the Bankruptcy Claim with prejudice and to forgo any recovery from MFGI and the Chapter 11 Debtors on the Bankruptcy Claim, other than to the extent of the amounts paid to it pursuant to the Settlement Agreements. Q. In light of the foregoing, the Parties have agreed, subject to approval of the Bankruptcy Court, to modify the Automatic Stay and the Plan Injunction, to the extent applicable, for the purposes set forth herein. NOW, THEREFORE, subject to Court approval, in consideration of the mutual covenants, promises, and obligations set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows STIPULATION 1. The Recitals set forth above form an integral part of this Stipulation and are incorporated fully herein. 2. This Stipulation shall not become effective unless and until it has been executed by the Parties and approved by Final Order (as defined below) of the Bankruptcy Court (the Effective Date ). Final Order shall mean an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket of such court, the operation or effect of which has not been stayed, reversed, or amended, and as to which order or judgment (or any revision, modification, or amendment thereof) the time to appeal or seek review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending, provided, however, that no order or judgment shall fail to be a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal Rule of Civil -5-

6 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 6 of 9 Procedure, Bankruptcy Rule 9024, any similar local bankruptcy rule, or any similar state statute or rule may be filed with respect to such order or judgment. 3. Upon the Effective Date, the Automatic Stay extant pursuant to section 362 of the Bankruptcy Code and the MFGI Liquidation Order as to MFGI and the Plan Injunction as to the Chapter 11 Debtors, to the extent applicable, shall be modified solely to the extent necessary, and without further order of the Bankruptcy Court, to allow payment of the settlement amount provided for in the Settlement Agreements by the Insurers on behalf of the MFGI Insureds from the Policies pursuant to the terms of the Settlement Agreements and the respective Policies, and to allow payment of defense costs and expenses. 4. Except as provided herein, all other provisions of the Automatic Stay and the Plan Injunction, including, without limitation, those provisions prohibiting the commencement or continuation of any other judicial proceeding against the Chapter 11 Debtors or MFGI that was or could have been commenced prior to the Filing Date and those provisions prohibiting any act to collect, assess, or recover a claim, other than with respect to the Policies as provided herein, that arose prior to the Filing Date from the respective estates and/or assets or property of the Chapter 11 Debtors or MFGI (as defined in section 541 of the Bankruptcy Code), shall remain in full force and effect. 5. The Parties agree that nothing in this Stipulation shall constitute a determination that the proceeds of the Policies are property of the Chapter 11 Debtors or MFGI s estates, and the rights of all parties in interest to assert that the proceeds of the Policies are, or are not, property of the Chapter 11 Debtors or the MFGI s respective estates are hereby reserved. -6-

7 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 7 of 9 6. The Parties agree that nothing in this Stipulation shall constitute a determination of any insurance coverage rights or obligations under the Policies or any other insurance policies. 7. Upon payment of the settlement amount to BMO, the Bankruptcy Claim shall be deemed withdrawn and expunged in its entirety and the Trustee s duly appointed claims agent, Epiq Bankruptcy Solutions, LLC, shall be authorized and directed to modify the MFGI claims registry to reflect the terms of this Stipulation. 8. Each person who executes this Stipulation on behalf of a Party hereto represents that he or she is duly authorized to execute this Stipulation on behalf of such Party. 9. The covenants, conditions, provisions and agreements contained in this Stipulation shall bind and inure to the benefit of the Parties and their respective legal representatives, successors, heirs, and assigns. 10. Holdings Ltd. and the Trustee agree to promptly seek, and all other Parties hereto agree to support, approval of this Stipulation in the Bankruptcy Court. If the Stipulation is not approved, the Stipulation shall be null and void and the Parties shall revert to their respective statuses and litigation positions immediately prior to the execution date of the Settlement Agreements. 11. This Stipulation shall not, in any way, affect the meaning or interpretation of the Settlement Agreements or the Policies, which, in the event of any conflict or inconsistency, shall govern. 12. This Stipulation may be executed in counterparts and all of the counterparts, taken together, constitute a single agreement. The facsimile or PDF image of an originally signed signature page shall serve as, and constitute, an originally executed copy of such signature page. -7-

8 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 8 of Each of the Parties consents to the jurisdiction of the Bankruptcy Court with respect to any action to interpret or enforce the terms and provisions of this Stipulation and expressly waives any right to commence any such action in another forum. 14. This Stipulation shall be governed by and shall be interpreted in accordance with the internal laws of the State of New York, without regard to its conflicts of law principles, except to the extent that the Bankruptcy Code or SIPA applies. Dated New York, New York December 3, 2013 _/s/ Scott J. Greenberg Bruce Bennett JONES DAY 555 South Flower Street, 50th Floor Los Angeles, CA Telephone Facsimile Scott J. Greenberg Jennifer J. O Neil 222 East 41st Street New York, NY Telephone (212) Facsimile (212) James B. Kobak, Jr. Vilia B. Hayes HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY Telephone (212) Facsimile (212) Counsel for James W. Giddens, Trustee for the SIPA Liquidation of MF Global Inc. Counsel for MF Global Holdings Ltd., as Plan Administrator -8-

9 mg Doc 1761 Filed 12/12/13 Entered 12/12/ Main Document Pg 9 of 9 /s/ Owen C. Pell Owen C. Pell WHITE & CASE LLP 1155 Avenue of the Americas New York, New York Telephone Facsimile Counsel for Joseph D. Saab _/s/ Robert Lack Anne Beaumont Robert Lack FRIEDMAN KAPLAN SEILER & ADELMAN LLP 7 Times Square New York, NY Telephone Facsimile Counsel for Bank of Montreal /s/ Leslie S. Ahari Leslie S. Ahari TROUTMAN SANDERS LLP 1850 Towers Crescent Plaza, Suite 500 Tysons Corner, Virginia Telephone Facsimile Counsel for U.S. Specialty Insurance Company _/s/ Philip Walsh Philip Walsh COULTER & WALSH 675 Third Avenue, Suite 1805 New York, New York Telephone Counsel for the Lloyd s Insurers SO ORDERED. Dated December 12, 2013 New York, New York /s/martin Glenn MARTIN GLENN United States Bankruptcy Judge -9-