Case 1:08-cv TPG Document 397 Filed 11/16/12 Page 1 of 7

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UNITED STA'mS DISTRICT COURT SOUTHERN DISTRICT OF

NEW

YORK ---~---)( NML CAPITAL, LTD.

Plaintiff,

v.

THE REPUBLIC OF ARGENTINA. Defendant.

---~---~---X AURELIUS C~ITAL MASTER, LTD. and ACP MASTER, LT_D.

Plaintiffs,

v.

THE REPUBLIC OF ARGENTINA, Defendant.

---~---x

AURELIUS OPPORTUNITIES FUND IT, LLC and AURELIUS CAPITAL MASTER, LTD.,

Plaintiffs,

v.

---X

08 Civ. 6978 (TPG) 0.9 Civ. 1707 (TPG) 09'Civ. 1708 (TPG)

09 Civ. 8757 (TPG) 09 Civ. 10620 (TPG)

10 Civ. 1602 (TPG)

10 Civ. 3507 (TPG)

(captions

continue

on following pages)

DECLARATION OF KEVIN F. BINNIE OF THE BANK OF NEW YORK MELLON REGARDING THE PAYMENT PROCESSES FOR GLOBAL BONDS ISSUED PURSUANT TO THAT CERTAIN TRUST INDENTURE DATED AS OF JUNE 2, 2005,

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---~---}( AURELIUS CAPITAL MAS1ER, LTD. and AURELTI.JS OPPORTUNITIES FUND U,

LLC, .

Plaintiffs, v.

REPUBLIC OF ARG~NTINA, Defendant

---~---}(

BLUE ANGEL CAPIT~ I LLC, Plaintiff,

v.

---·---}( PABLO ALBERTO V AAELA, et al.,

. v.

THE REPUBLIC OF ARGENTINA, Defendant

---}( OLIFANT FUND, LID.,

Plaintiff,

v.

---}(

-u.:

10 Civ. 3970 (TPG) 10 Civ. 8339 (TPG)

10 Civ. 4101 (TPG) 10 Civ. 4782' (TPG)

10 Civ. 5338 (TPG)

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·1. I am a Vice President of The Bank of New York Mellon in its Corporate Trust Division.

2. The statements in ·this Declaration are based upo~ my personal knowledg~ and review of certain business records of The Bank of New York Mellon.

A. ·THE INDENTURE

3. The Bank of New York Mellon is the indenture trustee (the "Trus~") under

{i) a Trust: Indentme~ dated as of Jline 2, 2005, between the Republic of Argentina (the "Republic"), as issuer, and the Trustee and (ii) the First Supplemental Indenture, dated as of April30, 2010, between the Republic, as issuer, and the

Trustee

(together, the ''Indenture").

4. A true and correct copy of the Indenture

is

attached as Exhibit A.

B. THE BONDS

USD-Denominafed Bonds

5. Pursuant

to

the Indenture, the Republic issued U.S. Dollar-denominated bonds ("USD-Denominated Bonds") as follows:

• 8.75% USn-Denominated Global Bonds due 2017 (ISIN1-XS0501195480) in the original principal amount _of $965,783,702

• USD-nf?nominated GDP-Linked Security (ISJN -·US040114GM64) in the original notional amount of$14,386,489,309

• USD-Denominated GDP-Linked Security (ISIN- XS0501197262) in the original notional amount of $2,833,038,181

• · 8.28% USD-Denomir!..ated Discount Bonds due 2033 (ISIN- XS0501195050) in the original principal amount of$5,656,672

• 8.28% USn-Denominated Discount Bonds due 2033 (!SIN- XS0501194756) in the original principal amount of$924,239,217

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•· 8.28% USDwDenominated Discount Bonds due 2033 (ISIN- US040114GL81) in the origj.nal prilicipal amount of$3,048,488,277

~ USD~Deriominated Par Bonds due 2038 (ISlN- US040114GK09) in the original principal amount of$5,296~689

₁

195

' .

• USD-Denominated Par Bonds due 2038 (ISlN- XS0501195720) in the

originalprincipai·amount of$1,634,359 . ·

• USD-Denominated.Par Bonds due· 2038 (ISIN- XS0501195647) in the original principal amount of$95,304,820

Euro-Deno:oiinated Bonds

6. Pursuant to the Indenture, the Republic issued Eur<rDenominated bonds (''Euro-Denominated Bonds" .and, together with the USD-Denominated Bonds, ~e "Bonds,) as follows:

• 7.82% Burow Denominated Discount Bonds due 2033 (IS IN- XS0501195308) in the original principal amount of€3,417,881

• 7.82% Euro-Denomir).ated Disc.ount Bonds due 2033 (!SIN- XS0501195134) in the original prilicipal amount of€1,930,645,982

• 7.82% Euro ... Denominated Discount Bonds due 2033 (ISIN w XS020554:5840) in the original principal amount of€2,263,500,622

• Euro-Denominated GDP~Linked Security (ISIN - XS0209139244) in the origin.al notional amount of€18,947,454,209

• Euro-Denominated Par Bonds due 2038 (ISIN-XS0~05537581) in the original principal amount of€5,034,912,168

. • Euro-Denominated Par Bonds due 2038"(IS1N- XS0501196025) in the original principal amount of€11,183,124

• Euro-Denominated Par Bonds due 2038 (ISlN w XS0501195993) in the original principal amount of€1,427,127,806

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-2-C. THE BANK OF NEW YORK MELLON AS PAYING AGENT FOR THE BONDHOLDERS

7. The Bank ~~.~ew York Mellon serves as the paying agent (the ''Paying Agenf') for the exclusiv~ benefit of the holders' of the Bonds. 2 ·

D.

'UIE

PAYMENT PROCESSES

8. The Bonds

with

an ISIN beginning with ''XS" (which include

both

USD-Denominated Bonds and Euro-USD-Denominated Bonds) are cleared through Euroclear Bank S.A. N.V. ("Eurocleru-") . and Clearstream Banking S.A.. ("Clearstream"), which are foreign clearinghouses. The Bank of New York Depositary (Nominees) Limited in London, England, is the registered owner of, and serves as the foreign clearinghouses' common depesitary for, such Bonds.

9. The Bonds with an ISIN beginning with "t.Js~· are cleared through th~ Depositpry Trust Company ("DTC"), which is a subsidiary of the Depository Trust & Clearing Corporation, a domestic clearinghouse. Cede & Co .• the nominee of DTC, is the registered owner of such Bonds.

Euro-Denominated Bonds

10. The Euro-Denominated Bonds are all cleared by Euroclear or Clearstream.. The payments are processed as follows:

Step One: The Republic transfers funds to a Euro deposit account in the name of the Paying Agent at Banco Central de la Republica de Afgentina (the "Banco Central").

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Step Two: . The

:fundS

in the Paying Agent's account at Central Bank are transferred to a Deutsche Bank account in Frankfurt,

Germany,

in

the name of The Bank ofNe)V York Mellon S.A. N.V. ("BNYM

. Brussels"), which is tp.e p~ European cash distribution center for the Paying Ag~t. Deutsche Bank is BNYM Brussels's correspondent bank for the receipt ofEuros.

Step Three: At the direftion of the Paying Agent, BNYM ·Brussels transfers the funds · to Euroclear or Clearstream for distnbution to its participants, who thep distribute the .funds to beneficial holders.

USD-Denominated Bonds Cleared by Foreign Clearilighouses

11. With resp~ct to the USD-Denominated Bonds that ~e cleared by Euroclear or Clears"tream, payments are processed as follows:

Step One:

Step Two:

The Republic transfers funds to a US Dollar deposit ac-count in the name of the Trustee at Banco Central.

The

funds

in the Trustee's account at Banco Central are transfer:z-ed to an account at The Bank ofNew York Mellon (in New York, New York) in the name of BNYM Brussels. BNYM Brussels then makes a book entry on its records in Brussels to reflect the payment and credits the Paying Agent's account.

Step Three: The Paying Agent instructs BNYM Brussels to pay the funds to Euroclear and Clearstream. BNYM Erussels instructs The Bank of

.

New York Mellon (as the correspondent bank for BNYM Brussels

with

respect to the receipt of US Dollars) to pay the funds to

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-4-Step Four:

Euroclear and Clearstream. The Bank of New York Mellon then transfers the ·funds (a) to Eun~clear by internal book entry to Euroclear's account at The Bank of New York Mellon (which is a Euroclear correspondent bank for the receipt of US Dollars} and

(b) to Clearstream by Fedwire or Clearing House Interbank Payments System (CHIPS) payment.3

'

Euroclear and Clearstream distribute the funds to their r~pective· participants. who then distribute the funds to beneficial holders.

USD-Denominated Bonds Cleared by DTC

. '

12. With respect to the USD-Denominated Bonds cleared by: DTC, payments are processed as follows:

Step One:

Step Two:

The Republic transfers funds to a U~ Dollar deposit account in the name of the Trustee at Banco Central.

The funds in the Trustee's account at Banco Central are transferred

to an account at The Bank ofNew York Mellon in New York, New York, in the name of the Paying Agent.

Step Three: The Paying Agent ~fers the funds to DTC for distribution to its participants, who distribute the funds to beneficial holders.

I declare that the foregoing is true and correct under penalty of peijury. Executed on: November 16,2012

·~1~

~innie

Vice President