Amendment
No. 4 to Schedule 13D
Page
1 of 16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. 4)*
THORNBURG MORTGAGE,
INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
PER SHARE
(Title of Class of Securities)
885218800
(CUSIP Number)
Robert H. Weiss
General Counsel
MatlinPatterson Global Advisers LLC
520 Madison Avenue, 35th Floor
New York, New York 10022
Telephone: (212) 230-9487
(Name, Address and Telephone Number of
Person Authorized
to Receive Notices and Communications)
November 19, 2008
(Date of Event
which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Amendment
No. 4 to Schedule 13D
Page
2 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MP TMA L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on
Schedule 13D)
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3.
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SEC Use Only
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4.
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Source of Funds
AF, WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
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7.
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Sole Voting Power
6,390,043 (See Item 5)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
6,390,043 (See Item 5)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
6,390,043 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
12.9% (See Item 5)
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14.
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Type of Reporting Person
PN
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Amendment
No. 4 to Schedule 13D
Page
3 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MP TMA (CAYMAN) L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on
Schedule 13D)
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3.
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SEC Use Only
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4.
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Source of Funds
AF, WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Delaware
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7.
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Sole Voting Power
1,903,364 (See Item 5)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
1,903,364 (See Item 5)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
1,903,364 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
3.8% (See Item
5)
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14.
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Type of Reporting Person
PN
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Amendment
No. 4 to Schedule 13D
Page
4 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson Global
Opportunities Partners III L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on
Schedule 13D)
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3.
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SEC Use Only
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4.
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Source of Funds
AF, WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
6,390,043 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
|
Shared Dispositive Power
6,390,043 (See Item 5)
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11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
6,390,043 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
12.9% (See Item 5)
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14.
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Type of Reporting Person
PN
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Amendment
No. 4 to Schedule 13D
Page
5 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson Global
Opportunities Partners (Cayman) III L.P.
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on
Schedule 13D)
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3.
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SEC Use Only
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4.
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Source of Funds
AF, WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
1,903,364 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
1,903,364 (See Item 5)
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11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
1,903,364 (See Item 5)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
3.8% (See Item 5)
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14.
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Type of Reporting Person
PN
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Amendment
No. 4 to Schedule 13D
Page
6 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson Global Partners
III LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on Schedule
13D)
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3.
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SEC Use Only
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4.
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Source of Funds
AF, WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,293,407 (See Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
8,293,407 (See Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
16.7% (See Item 5)
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14.
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Type of Reporting Person
HC
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Amendment
No. 4 to Schedule 13D
Page
7 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson Global Advisers
LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on
Schedule 13D)
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3.
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SEC Use Only
|
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4.
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Source of Funds
AF, WC
|
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5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
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8.
|
Shared Voting Power
8,293,407 (See Item 5)
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9.
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Sole Dispositive Power
0
|
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10.
|
Shared Dispositive Power
8,293,407 (See Item 5)
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|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
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13.
|
Percent of Class Represented by Amount in Row (11)
16.7% (See Item
5)
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14.
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Type of Reporting Person
IA
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Amendment
No. 4 to Schedule 13D
Page
8 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson Asset Management
LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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[ ]
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(b)
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[ ] (See Introduction on Schedule
13D)
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3.
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SEC Use Only
|
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4.
|
Source of Funds
AF, WC
|
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5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
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6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
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8.
|
Shared Voting Power
8,293,407 (See Item 5)
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9.
|
Sole Dispositive Power
0
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10.
|
Shared Dispositive Power
8,293,407 (See Item 5)
|
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|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
|
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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
|
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|
13.
|
Percent of Class Represented by Amount in Row (11)
16.7% (See Item
5)
|
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14.
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Type of Reporting Person
HC
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Amendment
No. 4 to Schedule 13D
Page
9 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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MatlinPatterson LLC
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2.
|
Check the Appropriate Box if a Member of a Group
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|
(a)
|
[ ]
|
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|
(b)
|
[ ] (See Introduction on Schedule
13D)
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
AF, WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,293,407 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
8,293,407 (See Item 5)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.7% (See Item
5)
|
|
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14.
|
Type of Reporting Person
HC
|
Amendment
No. 4 to Schedule 13D
Page
10 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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David J. Matlin
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2.
|
Check the Appropriate Box if a Member of a Group
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(a)
|
[ ]
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(b)
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[ ]
|
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3.
|
SEC Use Only
|
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|
4.
|
Source of Funds
AF, WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,293,407 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
8,293,407 (See Item 5)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.7% (See Item 5)
|
|
|
14.
|
Type of Reporting Person
IN
|
Amendment
No. 4 to Schedule 13D
Page
11 of 16
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CUSIP No. 885218800
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1.
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Name of Reporting Person
I.R.S. Identification No.
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Mark R. Patterson
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2.
|
Check the Appropriate Box if a Member of a Group
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|
(a)
|
[ ]
|
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|
(b)
|
[ ]
|
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|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds
AF, WC
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned
by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
8,293,407 (See Item 5)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
8,293,407 (See Item 5)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each
Reporting Person
8,293,407 (See Item 5)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares
[ ]
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
16.7% (See Item
5)
|
|
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14.
|
Type of Reporting Person
IN
|
|
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|
Amendment
No. 4 to Schedule 13D
Page
12 of 16
This Amendment No. 4
(this
Amendment No. 4
) to Schedule 13D supplements and amends
the Statement on Schedule 13D of (i) MP TMA L.P. (formerly MP TMA LLC)
(
MP TMA
), (ii) MP TMA (Cayman) L.P. (formerly MP TMA (Cayman)
LLC) (
MP TMA (Cayman)
), (iii) MatlinPatterson Global
Opportunities Partners III L.P. (
Matlin Partners (Delaware)
),
(iv) MatlinPatterson Global Opportunities Partners (Cayman) III L.P.
(
Matlin Partners (Cayman)
) and, together with Matlin Partners
(Delaware), the
Matlin Partners
), (v) MatlinPatterson Global
Advisers LLC (
Matlin Advisers
), (vi) MatlinPatterson Global
Partners III LLC (
Matlin Global Partners
), (vii) MatlinPatterson
Asset Management LLC (
Matlin Asset Management
), (viii)
MatlinPatterson LLC (
MatlinPatterson
), (ix) David J. Matlin and
(x) Mark R. Patterson originally filed on April 9, 2008, as amended by Amendment
No. 1 filed on April 18, 2008, Amendment No. 2 filed on April 24, 2008 and
Amendment No. 3 filed on November 3, 2008 (as amended, the
Schedule
13D
), with respect to the common stock, par value $0.01 per share (the
Common Stock
) of Thornburg Mortgage, Inc. (the
Issuer
). On July 8, 2008, MP TMA LLC and MP TMA (Cayman)
LLC (the entities which were reported as the direct owners of the Common Stock
in prior filings of MatlinPatterson under Sections 13 and 16 of the Securities
Exchange Act of 1934) were converted from limited liability companies into
limited partnerships. In connection therewith, MP TMA LLC and MP TMA
(Cayman) LLC were renamed as MP TMA L.P. and MP TMA (Cayman) L.P., respectively.
Accordingly, MP TMA shall refer to MP TMA LLC when used in connection
with events occurring prior to such conversion and shall refer to MP TMA L.P.
when used in connection with events occurring after such conversion.
Similarly, MP TMA (Cayman) shall refer to MP TMA (Cayman) LLC when used
in connection with events occurring prior to such conversion and shall refer to
MP TMA (Cayman) L.P. when used in connection with events occurring after such
conversion. Each item below amends and supplements the information
disclosed under the corresponding item of the Schedule 13D. Capitalized
terms defined in the Schedule 13D are used herein with their defined
meanings.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 of the Schedule 13D is hereby amended and supplemented by the following:
The
funds used to pay the exercise price of the warrants were provided by the Matlin
Partners from capital commitments made by their partners.
Item
5. Interest in Securities of the Issuer
Item 5 of the
Schedule 13D is hereby amended and supplemented by the following:
(a)-(b)
On September 26, 2008, the Issuer effected a one-for-ten reverse split of
its Common Stock (the
Reverse Stock Split
). Unless
otherwise noted, all amounts in respect of the Common Stock and Warrants in
Items 7 through 13 of each of the cover pages hereto, and this Item 5, have been
adjusted to reflect such Reverse Stock Split.
Amendment
No. 4 to Schedule 13D
Page
13 of 16
As set forth in Item
4, on March 31, 2008, the Issuer issued Warrants exercisable for 16,860,705
shares of Common Stock (the
Initial Warrants
) and placed into
escrow Warrants exercisable for 2,932,336 shares of Common Stock
(the
Escrowed Warrants
).
The Reporting Persons collectively initially acquired Initial Warrants
exercisable for 6,964,185 of the 16,860,705 shares of Common Stock subject to
such Initial Warrants. The Reporting Persons exercised the Initial
Warrants exercisable for such 6,964,185 shares on April 15, 2008 for an
aggregate exercise price of $696,418.35 and received 6,964,185 shares of Common
Stock.
On October 1,
2008, due to the Triggering Event failing to occur on or prior to the extended
deadline of September 30, 2008, the $188.6 million of funds that remained
in the escrow account as of September 30, 2008 was released to the Escrow
Subscribers. On October 1, 2008, in connection with the release of the
Escrowed Funds to the Escrow Subscribers pursuant to the terms of the Purchase
Agreement, the holders of the Notes became entitled to receive Escrowed Warrants
exercisable for 3,155,985 shares of Common Stock (as adjusted for anti-dilution
protection for the issuance of 2,954,422 shares of Common Stock to certain of
the holders of Notes on October 1, 2008), which were released to such holders on
October 27, 2008 on a pro rata basis (based on the aggregate principal
amount of Notes outstanding as of September 30, 2008). Although neither MP
TMA nor MP TMA (Cayman) was a subscriber to the Escrow Funds, pursuant to the
Purchase Agreement, each of MP TMA and MP TMA (Cayman) became entitled to
receive its pro rata portion of the Escrowed Warrants upon the termination of
the Escrow Agreement.
After taking into
account all anti-dilution adjustments subsequent to October 1, 2008, MP TMA and
MP TMA (Cayman) received 1,024,161 and 305,061 shares of Common Stock,
respectively, upon the exercise of their Escrowed Warrants on November 19, 2008.
The Escrowed Warrants were exercised at $0.01 per share of Common Stock
received for an aggregate purchase price of $10,241.61 paid by MP TMA and
$3,050.61 paid by MP TMA (Cayman) for the underlying shares of Common Stock.
Based on
information provided by the Issuer, 49,620,036
shares of Common Stock
(including the shares issued to MP TMA and MP TMA (Cayman) after the exercise of
their Escrowed Warrants) were outstanding as of November 19, 2008. As
of November 19, 2008, after only giving effect to exercise of the Escrowed
Warrants of MP TMA and MP TMA (Cayman) but not to exercises of any other
Warrants, the Reporting Persons beneficially owned 16.7% of the shares of Common
Stock then outstanding. Assuming that all of the other Warrants outstanding on
November 19, 2008 were exercised, the Reporting Persons would beneficially own
16.6% of the shares of Common Stock then outstanding.
On November 19, 2008,
the exchange offer and consent solicitation (the
Exchange Offer and
Consent Solicitation
) by the Issuer in respect of the
outstanding shares of its preferred stock expired and the Issuer accepted all
validly tendered shares of preferred stock for exchange. In exchange for the
validly tendered shares of preferred stock, on November 21, 2008, the Issuer
issued 126,260,109 shares of Common Stock to the tendering holders. Neither MP
TMA nor MP TMA (Cayman) participated in the Exchange Offer and Consent
Solicitation. As a result, as of November 19, 2008, after only giving effect to
the exercise of the Escrowed Warrants of MP TMA and MP TMA (Cayman) but not to
exercises of any other Warrants, the Reporting Persons beneficially owned 4.7%
of the outstanding shares of Common Stock and ceased to be 5% owners of the
Common Stock.
Amendment
No. 4 to Schedule 13D
Page
14 of 16
Matlin Partners
(Delaware) holds 100 percent of the ownership interests in MP TMA and Matlin
Global Partners is the general partner of MP TMA. Matlin Partners (Cayman) holds
100 percent of the ownership interests in MP TMA (Cayman) and Matlin Global
Partners is the general partner of MP TMA (Cayman). Matlin Global Partners is
also the general partner of each of Matlin Partners (Delaware) and Matlin
Partners (Cayman). Matlin Global Partners, as the general partner of each of the
Matlin Partners, has the power to vote or to direct the vote, and to dispose or
to direct the disposition, of the shares of Common Stock beneficially owned by
MP TMA and MP TMA (Cayman). Matlin Advisers, as the Investment Adviser of
the Matlin Partners, has the power to vote or to direct the vote, and to dispose
or to direct the disposition, of the shares of Common Stock beneficially owned
by MP TMA and MP TMA (Cayman). Matlin Asset Management holds 100 percent
of the voting interest in and equity of Matlin Advisers and holds 100 percent of
the voting interest in Matlin Global Partners. MatlinPatterson holds 100
percent of the equity of Matlin Asset Management. Each of Matlin Asset
Management, as the sole member of each of Matlin Advisers and Matlin Global
Partners, MatlinPatterson, as the sole member of Matlin Asset Management, and
Messrs. Matlin and Patterson (each of whom is a holder of 50 percent of the
membership interests in MatlinPatterson), has the power to vote or to direct the
vote, and to dispose or to direct the disposition, of the shares of Common Stock
beneficially owned by MP TMA and MP TMA (Cayman). Effective April 22,
2008, David J. Matlin and Mark R. Patterson were elected as members of the board
of directors of the Issuer pursuant to the right granted to the Reporting
Persons in connection with the Financing Transaction to designate up to three
directors to the board of directors of the Issuer if it meets certain ownership
requirements. Subsequently, David J. Matlin and Mark R. Patterson were elected
to the board of directors for three year terms at the Issuer's 2008 annual
meeting. The Reporting Persons retain the right to designate a third director at
any time during which they meets the relevant ownership requirement. As a
result, each of the Matlin Partners, Matlin Advisers, Matlin Global Partners,
Matlin Asset Management, MatlinPatterson and Messrs. Matlin and Patterson may be
deemed to beneficially own the shares of Common Stock directly owned by MP TMA
and MP TMA (Cayman). The filing of this Schedule 13D shall not be
construed as an admission that any of the Matlin Partners, Matlin Advisers,
Matlin Global Partners, Matlin Asset Management, MatlinPatterson or Messrs.
Matlin and Patterson are the beneficial owner of any securities covered by this
statement.
(c) Except as disclosed in the Schedule 13D and this Amendment No.
4, none of the Reporting Persons has effected any transaction in Common Stock
during the past 60 days.
(d) Not applicable
(e) See response to (a)-(b) above.
The filing of this Statement shall not be construed as an
admission by any of the Reporting Persons that it or he is, for the purposes of
Section 13(d) of the Exchange Act, the beneficial owner of shares of Common
Stock owned by other parties.
The information set
forth or incorporated by reference into Items 2 and 4 is hereby incorporated by
reference herein.
Amendment
No. 4 to Schedule 13D
Page
15 of 16
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: December
1, 2008
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Signatures:
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MP
TMA L.P.
By:
MATLINPATTERSON GLOBAL PARTNERS III LLC,
its
General
Partner
By:
/s/
Robert H.
Weiss
______________________
Name:
Robert H.
Weiss
Title:
Authorized Person
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MP
TMA (CAYMAN) L.P.
By:
MATLINPATTERSON GLOBAL PARTNERS
III
LLC, its
General Partner
By:
/s/
Robert H.
Weiss
______________________
Name:
Robert H.
Weiss
Title:
Authorized Person
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MATLINPATTERSON
GLOBAL OPPORTUNITIES PARTNERS III L.P.
By:
MATLINPATTERSON GLOBAL ADVISERS LLC,
its
Investment Adviser
By:
/s/
Robert H.
Weiss
______________________
Name:
Robert H.
Weiss
Title:
Authorized Person
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MATLINPATTERSON
GLOBAL OPPORTUNITIES PARTNERS (CAYMAN) III L.P.
By:
MATLINPATTERSON GLOBAL ADVISERS LLC,
its
Investment Adviser
By:
/s/
Robert H.
Weiss
______________________
Name:
Robert H.
Weiss
Title:
Authorized Person
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Amendment
No. 4 to Schedule 13D
Page
16 of 16
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MATLINPATTERSON
GLOBAL PARTNERS III LLC
By:
/s/
Robert H.
Weiss
______________________
Name:
Robert H.
Weiss
Title:
Authorized Person
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MATLINPATTERSON
GLOBAL ADVISERS LLC
By:
/s/
Robert H. Weiss, as attorney-in-fact for David J.
Matlin,
Chief
Executive Officer
Name:
Robert H. Weiss
Title:
attorney-in-fact
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MATLINPATTERSON
ASSET MANAGEMENT LLC
By:
MATLINPATTERSON LLC, its Manager
By:
/s/
Robert H. Weiss, as attorney-in-fact for David J.
Matlin,
Member
Name:
Robert H. Weiss
Title:
attorney-in-fact
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MATLINPATTERSON
LLC
By:
/s/
Robert H. Weiss, as attorney-in-fact for David J.
Matlin,
Member
Name:
Robert H. Weiss
Title:
attorney-in-fact
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DAVID
J. MATLIN
By:
/s/
Robert H. Weiss, as attorney-in-fact for David J. Matlin
Name:
Robert H. Weiss
Title:
attorney-in-fact
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MARK
R. PATTERSON
By:
/s/
Robert H. Weiss, as attorney-in-fact for
Mark
R. Patterson
Name:
Robert H. Weiss
Title:
attorney-in-fact
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