Recent 
      court decisions by the District Court of Frankfurt am Main and the Court 
      of Appeals of Frankfurt am Main are forcing market participants to adjust 
      their expectations regarding the applicability of the German Bondholder 
      Act of 2009 to restructurings of German law-governed 
      bonds issued prior to August 5, 2009.
The 
      attached memorandum summarizes the implications of the Courts' decisions. 
      If you have any questions in this regard, please feel free to contact 
      Werner Meier, Michael Kern, Christoph Schauenburg or any of your other 
      regular contacts at Cleary Gottlieb.