EFTA01118524.pdf

APPENDIX Ii INTEREST EXCHANGE AGREEMENT FOR USE BY INVESTORS IN BEAR STEARNS HIGH-G STRATEGIES, L.P., THAT RADE STRUCTURED WISH TO EXCHANGE AL CREDIT L OR A PORTION OF TH t TH ER EIN FOR AN INTEREST EIR INTEREST •• IN THE PARTNERSHIP This Agreement ("Agreement") is made as of (the "Investor"), Bear Stearns Hig . 2006, by and among fi ttnaNulteri Tees* Cs ix asaty h-Grade Structured Credit Stams HighaGrade.Stnrctured Cre Strategi dit Strategies Enhanced Leverag es, L.P. (the "High-Grade Fund") and Bear e Fund, L.P. (the "Partnershi p='). WHEREAS, the Investor is the Stearns High-Grade Structured lega l and beneficial owner of a limited Credit Strategies, L.P. (the "Hi partners Grade Fund Interest") and desires gh-Grade Fund" and the interest hip interest in Bear as of the date of the Investor therein the "High- Agreement relates (the "Transactio 's sub n Effective Date to effect an in-k scription in the Parmership to which this Fund Interest and apply the in-kind ind withdrawal of a portion withdrawal proceeds thereof of its High-Grade Interest in the Partnership. to the Subscription Amount pay able in respect ofan NOW THEREFORE, in con warranties contained herein, the sideration of the premises, mu panics hereto agree as follows: tual covenants, representations , and (A) Definitions. All capitalized term shall have the meanings ascribed s used (including in to them in the Subscription Agreem the Recitals) but not otherwise defined herein ent to which this Agreem ent is attached. (B) in-Kind WithdrawaVSubscription. % [INVESTOR SHOULD SPEC The Investor hereby requ Effective Date and to contribute the IFY ONLY ONE] of its High-G ests the in-kind withdrawal of ALL or rade Fund Interest as of the proceeds of such in-kind with Transaction Effective Date in exchange for an drawal to the Partnership as Interest in the Partnership having of the Transaction portion of the investor's High a value equal to the valu -Grade Fund Interest immediately e of the withdrawn withdrawal. The Investor authoriz prior to the effectivene es the High-Grade Fund or the ss of such in-kind Fund Ltd. (the "High-Grade Master High-Grade Structured Credit Fund") on its behalf to transfer Stra withdrawal to the Partnership assets representing the proceed tegies Master or to the Master Fund, in s of such in-kind paragraph (C) below. The Investor accordance with the agreement acknowledges that, for the yea reached pursuant to invested in both the Partnership r 2006 and any year thereaft and the High-Grade Fund, the er in which it is each of the Partnership and the Hig Investor will be issued a sep h-Grade Fund. arate schidute K-I for (C) Acknowledgement of in-Kind Partnership hereby acknowledge the Witbdrawal/Subscrintion. The transactions described in Section High-Grade Fund and the such transactions in conjunction with B above and shall agree sep an in-kind transfer oef 'assets of arately to effect Fund to the Partnership or the Ma -the High-Grate Fund or Hig ster Fund in an amount propor h-Grade Master interest in the High-Grade Fund. tionate to the percentage of the investor's withdrawn (D) Payment of Profit Spare. The additional fees shall be payable to High-Grade Fund and the the High-Grade Fund or Bear Partnership hereby agree of the High-Grade Fund (the "Hi Stearns Asset Management Inc that no gh-Grade Fund General Par ., the general partner transactions described herein, and tner "), by the Investor in con the High-Grade Fund General Par nection with the respect of the High-Grade Fun tner shall not be allocated any d on the Transaction Effective profit share in Interest. However, all profits Date in respect of the with accrued to the Transaction Effe drawn High-Grade Fund be included in determining the profit ctive Date with respect to the share allocable to the High-Gra High-Grade Fund shall Interest and any unrecouped losses de Fund General Partner in of the High-Grade Fund Interest following the in-kind withdrawal shall be maintained with resp tesp‘ct of the and subscription described her ect to the Interest ein. (E) Representations and Warranties Made by the investor. APP. EFTA01118524  APPENDIX I Form W-9 H-nctyw...ectiairos-k- C., M t, ( - Name • • : Social Security Number/MN Number -3 54- osvi c020)-3917c- Address elephone Number Check appropriate box: ❑ INDIVIDUAL O EXEMPTFROM BACKUP WITHHOLDING O 2RUST CORPORATION O OTHER-Please Specify: Under penalties of penury, I certify that: 1. The number shown on this form is my correct taxpayer identification number, and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (e) the IRS has notified me that 1 am no longer subject to backup withholding, and 3. I am a U.S. Person. Dated: Signature: Title (if applicable):rsch App. EFTA01118525  IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of , 2006. BEAR STEARNS HIGH-GRADE STRUCTURED CREDIT STRATEGIES, L.P. By: Bear Steams Asset Management Inc., its general partner By: Name: Title: BEAR STEARNS HIGH-GRADE STRUCTURED CREDIT STRATEGIES ENHANCED LEVERAGE FUND, L.P. By: Bear Steams Asset Management Inc., its general panncr By: Name: Title: API'. II-3 EFTA01118526  In connection with the in-kind withdrawal and subscription transaction described herein, the Investor has completed a Subscription Agreement with respect to the Interest, and hereby affirms that all representations, warranties, acknow ledgements and covenants made therein are true and correct as of the date hereof; (2) the Investor understands and acknowledges that none of the High-Grade Fund, the Partnership, the General Partner or the High-Grade Fund General Partner accepts any responsibility whatsoever for the tax, regulatory. or other consequences of the transactions described in Section B above and that the Investo r should consult with professional advisers as to legal, tax, accounting and related consequences of such transactions; and (3) the Investor has made true, accurate, and complete representation s and warranties herein, and agrees to inform the General Partner, the High-Grade Fund General Partner, the High-Grade Fund, and the Partnership should any of such representations and warranties in this Agreement no longer be true. (F) Counterparts. Facsimile. This Agreement may be executed in one or more counterparts, each of which however shall constitute one document. Facsimile signature pages shall have the same binding effect as original copies of such signature pages. (G) Entire Agreement. This Agreement and the Subscription Agreem and understanding of the parties hereto relating to the transactions ent contain the entire agreement described herein and supersedes any prior agreements and understandings of the parties relating to sucktransactio ns. (Al) GOVERNING LAW. Notwithstanding the place where this Agreem ent may be executed by any of the parties hereto, the parties expressly agree that this Agreement, and all terns and provisions hereof, shall be governed by and construed in accordance with the internal laws of the State ofNew York (without conflicts of laws principles) applicable to agreements made and to be perfonned in New York. APP. 11-2 EFTA01118527