EFTA01092343.txt

"Clear Lake CLO, Ltd. (the "Issuer") and Clear Lake CLO, Corp. (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers")"

"Clear Lake CLO, Ltd. was incorporated on June 9, 2006 under the Companies Law (2004 Revision) of the Cayman Islands"

"The registered office of the Issuer is at the offices of Walkers SPV Limited"

"David Egglishaw Walkers SPV Limited Employee of Walkers SPV Limited"

"John Cullinane Walkers SPV Limited Employee of Walkers SPV Limited"

"Derrie Boggess Walkers SPV Limited Employee of Walkers SPV Limited"

"The sole director and officer of the Co-Issuer is Donald J. Puglisi."

"Wells Fargo Bank, National Association will be the Trustee under the Indenture"

"Wells Fargo Bank, National Association... will be the... Collateral Administrator under the Collateral Administration Agreement"

"DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System"

"the Indenture Calculation Agent will cause the Interest Rate... to be provided to the Co-Issuers"

"the Indenture Calculation Agent will cause the Interest Rate... to be provided to the Co-Issuers, the Trustee"

"the Indenture Calculation Agent will cause the Interest Rate... to be provided to... the Collateral Manager"

"the Trustee will apply Interest Proceeds... to the payment to the Collateral Manager of the Senior Management Fee"

"the Trustee will apply Interest Proceeds... to the payment to the Collateral Manager of the Subordinate Management Fee"

"to the payment to the Collateral Manager of 20% of the remaining Interest Proceeds as an Incentive Management Fee"

"The Trustee may resign at any time upon providing 30 days' prior written notice to the Co-Issuers"

"The Trustee may resign at any time upon providing 30 days' prior written notice to... the Collateral Manager"

"The Trustee may resign at any time upon providing 30 days' prior written notice to... each Rating Agency"

"obligations under the Collateral Management Agreement"

"the Collateral Manager shall designate in writing to the Trustee such Collateral Obligations"

"obtained from the Governor-in-Cabinet of the Cayman Islands an Undertaking as to Tax Concessions... providing (i) that no law which is hereafter enact"

"Standard & Poor's, a division of The McGraw-Hill Companies, Inc."

"the Collateral Manager notifies the Trustee that it has been unable, for a period of 20 consecutive Business Days, to identify additional Collateral O"

"the Issuer will usually have a contractual relationship only with the related Synthetic Security Counterparty"

"The Co-Issuers will, within 20 Business Days of the Ramp-Up End Date, request each Rating Agency to confirm"

"THE INITIAL PURCHASER AND THE PLACEMENT AGENT (THE "STABILIZING MANAGERS")"

"the performance of the Issuer's portfolio depends heavily on the skills of the Collateral Manager in analyzing, selecting and managing the Collateral "

"The Collateral Management Agreement generally permits the Collateral Manager or any of its Affiliates to acquire or sell securities"

"The Collateral Management Agreement generally permits the Collateral Manager... to acquire or sell securities... for the account of the Issuer"

"The funds that the Co-Issuers will use to make interest payments on the Senior Notes"

"Jefferies Capital Management, Inc. will act as collateral manager (the "Collateral Manager") on behalf of the Issuer"

"Citigroup Global Markets Inc., as Initial Purchaser of the Senior Notes and as Placement Agent for the Income Notes"

"The Initial Purchaser and Placement Agent and its Affiliates may have banking, lending and/or other business relationships with the Collateral Manager"

"The Initial Purchaser and Placement Agent and its Affiliates may have banking, lending and/or other business relationships with the Collateral Manager"

"any member thereof must be approved by the Issuer, which Person (or any successor thereof) will be subject to removal or replacement by the Issuer"

"distributions from the Collateral are insufficient to pay the Senior Notes"

"Holders of the Income Notes must rely for the payment of distributions on the Income Notes, solely upon distributions on the Collateral"

"Priority of Payments set forth in the Indenture"

"payments of principal of and interest on and any other amount payable on or in respect of all Global Notes will be made on each Payment Date by wire t"

"the Co-Issuers will appoint the Trustee as calculation agent (in such capacity, the "Indenture Calculation Agent")"

"the failure to pay any such interest because such funds are not available will not be an Event of Default under the Indenture"

"The Issuer and the Co-Issuer are a recently incorporated Cayman Islands exempted company and a recently incorporated Delaware corporation"

"The Issuer has not registered with the United States Securities and Exchange Commission (the "Commission") as an investment company"

"the Trustee shall have provided prior written notice of any such proposed supplemental indenture to each Rating Agency and received Rating Confirmatio"

"the Co-Issuers and the Trustee may enter into a supplemental indenture"

"the Collateral Manager at its discretion notifies the Trustee"

"registered in the name of Cede & Co. ("Cede") as nominee of DTC"

"Certain administrative functions in the Cayman Islands will be performed on behalf of the Issuer by Walkers SPV Limited (the "Administrator")"

"It is expected that all of the Ordinary Shares will be owned by the Share Trustee and will be held on trust for the benefit of one or more charitable "