0001104659-06-055989 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 18th, 2006 • Dexia Sa • Steel works, blast furnaces & rolling mills (coke ovens) • New York

This Agreement, effective as of September 24, 2004 (this “Agreement”) is entered into by and between Banc One High Yield Partners, LLC (“BOHYP”) and Baldwin Place Refi Co. LLC (the “Client”) and sets forth the terms on which BOHYP will act as investment manager of the assets of Client placed with BOHYP for management hereunder (the “Account”). Client acquired the assets in the Account on September 23, 2004, in connection with a sale of the collateral of the Baldwin Place CDO Ltd. Transaction (the “CDO”), and BOHYP was the investment manager for the CDO from November 2002 through September 23, 2004.

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