27 February 2015
Argentum Capital S.A., acting separately in respect of each Relevant
Compartment
and
Credit Suisse International
and
BNY Mellon Corporate Trustee Services Limited
and
The Bank of New York Mellon, London Branch
and
The Bank of New York Mellon (Luxembourg) S.A.
DEED OF AMENDMENT
relating to
the Series 2014-10, Series 2014-11, Series 2014-29, Series 2014-30, Series 2014-31, Series
2014-32, Series 2014-33, Series 2014-35, Series 2014-36, Series 2014-51 and Series 2014-52
Notes
issued pursuant to the Issuer’s Secured Note Programme
Ref: 01/200/DAVP/THS/JJ
Linklaters LLP
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This Deed of Amendment is made on 27 February 2015 between:
(1) ARGENTUM CAPITAL S.A., a public limited liability company (société anonyme)
incorporated under the laws of Luxembourg, with its registered office at 51, Avenue J.-F.
Kennedy, L-1855 Luxembourg, registered with the Luxembourg Registre de commerce et
des sociétés under number B.182.715 and subject to the Securitisation Act 2004 (the
“Company”), acting separately in respect of each Relevant Compartment (as defined
below) (in respect of each Relevant Compartment, the “Issuer”);
(2) CREDIT SUISSE INTERNATIONAL of One Cabot Square, London E14 4QJ, United
Kingdom in its capacity as dealer (the “Dealer”), arranger (the “Arranger”), swap
counterparty (the “Swap Counterparty”), calculation agent (the “Calculation Agent”) and
disposal agent (the “Disposal Agent”);
(3) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED of One Canada Square,
London E14 5AL, United Kingdom in its capacity as Trustee (the “Trustee”);
(4) THE BANK OF NEW YORK MELLON, LONDON BRANCH of One Canada Square,
London E14 5AL, United Kingdom in its capacity as issuing and paying agent (the “Issuing
and Paying Agent”); and
(5) THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., a credit institution in the
form of a public limited liability company (société anonyme) incorporated under the laws of
Luxembourg, having its registered office at Vertigo Building – Polaris, 2-4 rue Eugène
Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre de commerce
et des sociétés under number B 67.654, in its capacity as custodian (the “Custodian”),
registrar (the “Registrar”), transfer agent (the “Transfer Agent”) and paying agent (the
“Paying Agent”) (as applicable) in respect of each Relevant Compartment.
Whereas:
(A) The Company and the Programme Parties (as defined in the Programme Deed) executed
a programme deed dated 23 December 2013 (the “Programme Deed”) for the purpose of
establishing the Secured Note Programme (the “Programme”).
(B) In respect of each Series specified in Schedule 1 hereto (each, an “Affected Series”),
pursuant to the Relevant Issue Deed (as defined below) supplemental to the Programme
Deed, the Issuer constituted and issued such Affected Series on the terms set out in the
Relevant Issue Deed. The Relevant Issue Deed constitutes, inter alia, a Credit Support
Annex on the terms of the Master CSA Terms dated 23 December 2013 relating to the
Programme (as amended by the Relevant Issue Deed) which forms part of the Swap
Agreement for the corresponding Affected Series.
(C) Pursuant to clause 13.1 (Modification) of the Principal Trust Deed and Master Condition 19
(Meetings of Noteholders, modification, waiver and substitution), the Trustee may agree,
without the consent of the Noteholders or Couponholders, to certain modifications to any
Transaction Document (which, in respect of each Affected Series, includes the Swap
Agreement relating thereto) that is, in its opinion, not materially prejudicial to the interests
of the Noteholders.
(D) The Issuer and the Swap Counterparty wish to make amendments to the terms of each
Credit Support Annex relating to an Affected Series.
(E) The Issuer and the Swap Counterparty have resolved to enter into this Deed of
Amendment in order to effect the amendments in respect of each Affected Series as set
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out at Clause 2.1 below (the “Amendments”). The other parties hereto have entered into
this Deed of Amendment to consent to the Amendments (in the case of the Trustee) and to
acknowledge the Amendments (in the case of the other parties).
This deed witnesses and it is declared as follows:
1 Definitions
“Consent Request” means a letter in writing from the Issuer in respect of each Affected
Series addressed to the Trustee (with a copy to the Dealer) substantially in the form set out
in Schedule 2 hereto, in which the Issuer requests the consent of the Trustee to agree to
the Amendments set out in Clause 2.1 below in respect of each Affected Series.
“Effective Date” means 27 February 2015.
“Notice of Amendment” means a notice to Noteholders of each Affected Series
substantially in the form set out in Schedule 3 hereto, in which the Issuer notifies the
Noteholders of each such Affected Series of the Amendments having been made.
“Relevant Compartment” means, in respect of an Affected Series, the Compartment
specified next to such Affected Series in Schedule 1 hereto.
“Relevant Issue Deed” means, in respect of an Affected Series, the issue deed made
between the Issuer and, inter alios, the Trustee dated the date as specified next to such
Affected Series in Schedule 1 hereto.
Unless otherwise specified, with respect to each Affected Series, capitalised terms used
but not defined in this Deed of Amendment shall have the meanings given to them in the
Principal Trust Deed (as defined in the Programme Deed) and in the Conditions (as
defined in the Principal Trust Deed) of such Affected Series, save to the extent
supplemented or modified herein, provided that in the event of any inconsistency between
the relevant Conditions and the Principal Trust Deed, the relevant Conditions shall prevail.
2 Amendments
2.1 Scope of the Amendments: With effect from the Effective Date, each Credit Support
Annex forming part of each Swap Agreement relating to each Affected Series shall be
amended such that the Valuation Percentage for debt obligations which qualify as Eligible
Credit Support shall be 95% rather than 100%. For the purposes of this Clause 2.1, the
terms “Valuation Percentage” and “Eligible Credit Support” shall have the meanings given
to them in the corresponding Credit Support Annex.
2.2 Request for Consent: The Issuer has delivered to the Trustee, on or prior to the date
hereof, the Consent Request requesting the consent of the Trustee to agree to the
Amendments on the basis that they are not materially prejudicial to the interests of the
Noteholders of each Affected Series.
2.3 Notice to the Noteholders: The Issuing and Paying Agent is hereby instructed by the
Issuer to notify the Noteholders of each Affected Series of the Amendments by delivering a
notice in the form of the Notice of Amendment to the Noteholders of each such Affected
Series in accordance with Master Condition 22 (Notices) (as amended by the Relevant
Issue Deed).
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3 Trustee Consent
3.1 Consent of the Trustee: Having considered the Consent Request, in respect of each
Affected Series, the Trustee hereby agrees to the Amendments as permitted under clause
13.1 (Modification) of the Principal Trust Deed on the grounds that it is of the opinion that
the Amendments are not materially prejudicial to the interests of the Noteholders of such
Affected Series.
3.2 Acknowledgement of parties: The other parties to this Deed of Amendment acknowledge
the Amendments in respect of each Affected Series.
4 Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Deed of Amendment has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Deed of Amendment.
5 Limited Recourse and Non-Petition
5.1 General Limited Recourse: The obligations of the Issuer to pay any amounts due and
payable in respect of an Affected Series of Notes and to the other Transaction Parties at
any time in respect of an Affected Series shall be limited to the proceeds available out of
the Mortgaged Property in respect of such Affected Series at such time to make such
payments in accordance with Master Condition 15 (Application of available proceeds) (as
amended by the Relevant Issue Deed). Notwithstanding anything to the contrary contained
herein or in any other Transaction Document, in respect of an Affected Series, the parties
to this Deed of Amendment shall have recourse only to the Mortgaged Property in respect
of such Affected Series, subject always to the Security relating thereto, and not to any
other assets of the Issuer. If, after (i) the Mortgaged Property in respect of an Affected
Series is exhausted (whether following Liquidation or enforcement of the Security relating
thereto) and (ii) application of the Available Proceeds as provided in Master Condition 15
(Application of available proceeds) (as amended by the Relevant Issue Deed), any
outstanding claim, debt or liability against the Issuer in relation to the Trust Deed, the
Notes of the Affected Series or any other Transaction Document relating to the Notes of
the Affected Series remains unpaid, then such outstanding claim, debt or liability shall be
extinguished and no debt shall be owed by the Issuer in respect thereof. Following any
extinguishment in accordance with this Clause 5.1, none of the parties to this Deed of
Amendment or any other person acting on behalf of any of them shall be entitled to take
any further steps against the Issuer or any of its officers, shareholders, members,
incorporators, corporate service providers or directors to recover any further sum in
respect of the extinguished claim and no debt shall be owed to any such persons by the
Issuer or any of its officers, shareholders, members, incorporators, corporate service
providers or directors in respect of such further sum.
5.2 Non-Petition: None of the parties to this Deed of Amendment (save for the Trustee who
may lodge a claim in liquidation of the Issuer which is initiated by another party or take
proceedings to obtain a declaration or judgment as to the obligations of the Issuer) or any
person acting on behalf of any of them may, at any time, institute, or join with any other
person in bringing, instituting or joining, insolvency, administration, bankruptcy, winding-up,
examinership or any other similar proceedings (whether court-based or otherwise) in
relation to the Issuer of an Affected Series or any of its officers, shareholders, members,
incorporators, corporate service providers or directors or any of its assets, and none of
A19306500
5
them shall have any claim arising with respect to the assets and/or property attributable to
any other notes issued by the Company (save for any further notes which form a single
series with the Notes of the Affected Series) or Mortgaged Property in respect of a different
Series or any other Obligations issued or entered into by the Company or any other assets
of the Company or the Issuer (other than the Mortgaged Property in respect of the Affected
Series).
5.3 Corporate Obligation: In addition, in respect of each Affected Series, none of the parties
to this Deed of Amendment or any person acting on behalf of any of them shall have any
recourse against any director, shareholder, or officer of the relevant Issuer in respect of
any obligations, covenant or agreement entered into or made by the Issuer pursuant to the
terms of this Deed of Amendment.
5.4 Survival: The provisions of this Clause 5 shall survive notwithstanding any redemption of
the Notes of any Affected Series or the termination or expiration of the Trust Deed or any
other Transaction Document relating thereto.
6 Governing Law and Jurisdiction
6.1 Governing Law: This Deed of Amendment and any non-contractual obligations arising out
of or in connection with it, shall be governed by and construed in accordance with English
law.
6.2 Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may
arise out of or in connection with this Deed of Amendment and, accordingly, any legal
action or proceedings arising out of or in connection with this Deed of Amendment (the
“Proceedings”) may be brought in such courts. Each of the parties to this Deed of
Amendment irrevocably submits to the jurisdiction of such courts and waives any objection
to Proceedings in such courts on the ground of venue or on the ground that the
Proceedings have been brought in an inconvenient forum. This Clause 6.2 is for the benefit
of each of the other parties hereto and shall not limit the right of any of them to take
Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings
in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).
6.3 Counterparts: This Deed of Amendment may be executed in any number of counterparts
in which case this Deed of Amendment will be as effective as if all the signatories or seals
on the counterparts were on a single copy of this Deed of Amendment.
6.4 Service of Process: The Issuer has appointed Law Debenture Corporate Services Limited
as the “Process Agent” to receive, for it and on its behalf, service of process in any
Proceedings in England. Such service shall be deemed completed on delivery to such
Process Agent (whether or not it is forwarded to and received by the Issuer). If for any
reason the Process Agent ceases to be able to act as such or no longer has an address in
England, the Issuer irrevocably agrees to appoint a substitute process agent acceptable to
the Trustee, and to deliver to the other parties hereto a copy of the new process agent’s
acceptance of that appointment, within 30 days. Nothing shall affect the right to serve
process in any other manner permitted by law.
If the Issuer is represented by an attorney or attorneys in connection with the signing
and/or execution and/or delivery of this Deed of Amendment or any agreement or
document referred to herein or made pursuant hereto and the relevant power or powers of
attorney is or are expressed to be governed by the laws of a particular jurisdiction, it is
A19306500
6
hereby expressly acknowledged and accepted by the other parties hereto that such laws
shall govern the existence and extent of such attorney’s or attorneys’ authority and the
effects of the exercise thereof.
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10
Schedule 1
Affected Series
Affected Series Relevant Compartment Date of Issue Deed
Series 2014-10 Compartment GAP 1814 – 1816 April 2014 9 May 2014
Series 2014-11 Compartment GAP 1817 – 1821 April 2014 9 May 2014
Series 2014-29 Compartment GAP 1867 – 1869 May 2014 17 June 2014
Series 2014-30 Compartment GAP+ 1870 – 1872 May 2014 17 June 2014
Series 2014-31 Compartment GAP 1924 – 1925 June 2014 11 July 2014
Series 2014-32 Compartment GAP+ 1926 – 1928 June 2014 11 July 2014
Series 2014-33 Compartment GAP 1929 – 1931 June 2014 18 July 2014
Series 2014-35 Compartment GAP+ 1955 – 1956 September 2014 24 September 2014
Series 2014-36 Compartment GAP 1949 – 1954 September 2014 24 September 2014
Series 2014-51 Compartment GAP 1996 – 1999 October 2014 10 November 2014
Series 2014-52 Compartment GAP+ 2000 – 2001 October 2014 10 November 2014
A19306500
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Schedule 2
Form of Consent Request
[To be printed on Argentum Capital S.A. letterhead]
ARGENTUM CAPITAL S.A.
(a public limited liability company (société anonyme) incorporated under the
laws of Luxembourg) with its registered office at 51, Avenue J.-F. Kennedy, L-
1855 Luxembourg, registered with the RCS under number B.182.715 and
subject to the Securitisation Act 2004) (the “Company”), acting separately in
respect of each Relevant Compartment (as defined below) (in respect of each
Relevant Compartment, the “Issuer”)
Secured Note Programme
[Date]
To: BNY Mellon Corporate Trustee Services Limited (in its capacity as Trustee)
One Canada Square
London E14 5AL
United Kingdom
Copy: Credit Suisse International (in its capacity as Dealer)
One Cabot Square
London E14 4QJ
United Kingdom
Request for Consent to Amendment of each Credit Support Annex forming part of each
Swap Agreement relating to each Affected Series (as defined below)
The Company and the Programme Parties (as defined in the Programme Deed) executed a
programme deed dated 23 December 2013 (the “Programme Deed”) for the purpose of
establishing the Secured Note Programme (the “Programme”). In respect of each Series specified
in the Annex hereto (each, an “Affected Series”), pursuant to the Relevant Issue Deed (as defined
below) supplemental to the Programme Deed, the Issuer constituted and issued such Affected
Series on the terms set out in the Relevant Issue Deed. The Relevant Issue Deed constitutes, inter
alia, a Credit Support Annex on the terms of the Master CSA Terms dated 23 December 2013
relating to the Programme (as amended by the Relevant Issue Deed) which forms part of the
Swap Agreement for the corresponding Affected Series.
Unless otherwise specified, with respect to each Affected Series, capitalised terms used but not
defined in this Consent Request shall have the meanings given to them in the Principal Trust Deed
(as defined in the Programme Deed) and in the Conditions (as defined in the Principal Trust Deed)
of such Affected Series, save to the extent supplemented or modified herein, provided that in the
A19306500
12
event of any inconsistency between the relevant Conditions and the Principal Trust Deed, the
relevant Conditions shall prevail. For the purposes of this Consent Request:
“Relevant Compartment” means, in respect of an Affected Series, the Compartment
specified next to such Affected Series in the Annex hereto.
“Relevant Issue Deed” means, in respect of an Affected Series, the issue deed made
between the Issuer and, inter alios, the Trustee dated the date as specified next to such
Affected Series in the Annex hereto.
We seek to amend the Credit Support Annex forming part of each Swap Agreement relating to
each Affected Series such that the Valuation Percentage (which is currently specified as 100%) for
debt obligations which qualify as Eligible Credit Support shall be 95% (the “Amendments”) and to
enter into a deed of amendment (the “Deed of Amendment”) in order to effect the Amendments in
respect of each Affected Series. The terms “Valuation Percentage” and “Eligible Credit Support”
shall have the meanings given to them in the corresponding Credit Support Annex.
The intended purpose of the Amendments is to make the Valuation Percentage applicable to debt
obligations under each such Credit Support Annex in respect of each Affected Series consistent
with the valuation percentage that has been applied in respect of similar notes subsequently
issued by the Company in respect of other Compartments. We are of the opinion that the
Amendments will not be materially prejudicial to the interests of Noteholders of each Affected
Series as we do not expect the Amendment to have any negative economic impact on the
interests of the Noteholders of each Affected Series since, as result of the reduction of the
Valuation Percentage, the Swap Counterparty will always be obliged to transfer a greater amount
of debt obligations than it had to prior to the Amendments to collaterise the same Exposure (the
“Purpose”).
We hereby request that the Trustee consider the Amendments and the Purpose as outlined above
and, if it is of the opinion that the Amendments will not be materially prejudicial to the interests of
Noteholders of each Affected Series, agree to such Amendments as permitted under clause 13.1
(Modification) of the Principal Trust Deed and Master Condition 19 (Meetings of Noteholders,
modification, waiver and substitution).
The execution of the Deed of Amendment will have no impact on the Security granted by the
Issuer of each Affected Series. Notices of the Amendment will be given to the Noteholders in
accordance with Master Condition 22 (Notices) (as amended by the Relevant Issue Deed) and any
costs related to the execution of the Deed of Amendment will not be borne by the Issuer.
We hereby acknowledge that the Trustee has not been involved in formulating the terms of the
Amendments and that the Trustee makes no representation that all relevant or necessary
information has been disclosed to the Noteholders.
This letter is a certificate for the purposes of clause 9.5 (Certificate Signed by Directors) of the
Principal Trust Deed.
This letter, and any non-contractual obligations arising out of or in connection with it, shall be
governed by and construed in accordance with English law. The courts of England are to have
jurisdiction to settle any disputes that may arise out of or in connection with this letter or the Deed
of Amendment and, accordingly, any legal action or proceedings arising out of or in connection
with this letter or the Deed of Amendment (the “Proceedings”) may be brought in such courts. The
Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to
Proceedings in such courts on the ground of venue or on the ground that the Proceedings have
been brought in an inconvenient forum.
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ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1814 – 1816
April 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1817 – 1821
April 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1867 – 1869
May 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1870 – 1872
May 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1924 – 1925
June 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1926 – 1928
June 2014
By:
Director:
A19306500
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ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1929 – 1931
June 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1955 – 1956
September 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1949 – 1954
September 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1996 – 1999
October 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 2000 – 2001
October 2014
By:
Director:
A19306500
15
Annex
Affected Series
Affected Series Relevant Compartment Date of Issue Deed
Series 2014-10 Compartment GAP 1814 – 1816 April 2014 9 May 2014
Series 2014-11 Compartment GAP 1817 – 1821 April 2014 9 May 2014
Series 2014-29 Compartment GAP 1867 – 1869 May 2014 17 June 2014
Series 2014-30 Compartment GAP+ 1870 – 1872 May 2014 17 June 2014
Series 2014-31 Compartment GAP 1924 – 1925 June 2014 11 July 2014
Series 2014-32 Compartment GAP+ 1926 – 1928 June 2014 11 July 2014
Series 2014-33 Compartment GAP 1929 – 1931 June 2014 18 July 2014
Series 2014-35 Compartment GAP+ 1955 – 1956 September 2014 24 September 2014
Series 2014-36 Compartment GAP 1949 – 1954 September 2014 24 September 2014
Series 2014-51 Compartment GAP 1996 – 1999 October 2014 10 November 2014
Series 2014-52 Compartment GAP+ 2000 – 2001 October 2014 10 November 2014
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Schedule 3
Form of Notice of Amendment
ARGENTUM CAPITAL S.A.
(a public limited liability company (société anonyme) incorporated under the
laws of Luxembourg) with its registered office at 51, Avenue J.-F. Kennedy, L-
1855 Luxembourg, registered with the RCS under number B.182.715 and
subject to the Securitisation Act 2004) (the “Company”), acting separately in
respect of each Relevant Compartment (as defined below) (in respect of each
Relevant Compartment, the “Issuer”)
Secured Note Programme in respect of
each Series specified in the Annex hereto
(each, an “Affected Series”)
[Date]
To: The Noteholders in respect of the relevant Affected Series
Copy: The Bank of New York Mellon, London Branch
(in its capacity as Issuing and Paying Agent)
One Canada Square
London E14 5AL
United Kingdom
Copy: Skandinaviska Enskilda Banken AB (publ)
(in its capacity as Swedish Agent)
Kungsträdgårdsgatan 8
106 40 Stockholm
Kingdom of Sweden
Notice of Amendment of the Credit Support Annex forming part of the Swap Agreement
relating to each Affected Series
The Company and the Programme Parties (as defined in the Programme Deed) executed a
programme deed dated 23 December 2013 (the “Programme Deed”) for the purpose of
establishing the Secured Note Programme. In respect of each Affected Series, pursuant to the
Relevant Issue Deed (as defined below) supplemental to the Programme Deed, the Issuer
constituted and issued such Affected Series on the terms set out in Relevant Issue Deed.
Unless otherwise specified, with respect to each Affected Series, capitalised terms used but not
defined in this Notice of Amendment shall have the meanings given to them in the Principal Trust
Deed (as defined in the Programme Deed) and in the Conditions (as defined in the Principal Trust
Deed) of such Affected Series, save to the extent supplemented or modified herein, provided that
in the event of any inconsistency between the relevant Conditions and the Principal Trust Deed,
the relevant Conditions shall prevail. For the purposes of this Notice of Amendment:
“Relevant Compartment” means, in respect of an Affected Series, the Compartment
specified next to such Affected Series in the Annex hereto.
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“Relevant Issue Deed” means, in respect of an Affected Series, the issue deed between
the Issuer and, inter alios, the Trustee dated the date specified next to such Affected
Series in the Annex hereto.
Pursuant to a deed of amendment dated 27 February 2015 (the “Deed of Amendment”) made
between the Issuer and, inter alios the Trustee, the Credit Support Annex forming part of the Swap
Agreement relating to each Affected Series has been amended such that the Valuation Percentage
(which is currently specified as 100%) for debt obligations which qualify as Eligible Credit Support
shall be 95% (the “Amendments”). The terms “Valuation Percentage” and “Eligible Credit Support”
shall have the meanings given to them in the corresponding Credit Support Annex.
The intended purpose of the Amendments is to make the Valuation Percentage applicable to debt
obligations under each such Credit Support Annex in respect of each Affected Series consistent
with the valuation percentage that has been applied in respect of similar notes subsequently
issued by the Company in respect of other Compartments. We are of the opinion that the
Amendments will not be materially prejudicial to the interests of Noteholders of the Affected Series
as they are not expected to have any negative economic impact on the interests of the
Noteholders of the Affected Series (the “Purpose”).
The Issuer hereby notifies the Noteholders of each Affected Series that the Amendments have
been effected, having been agreed to by the Trustee as permitted under clause 13.1 (Modification)
of the Principal Trust Deed and as contemplated under Master Condition 19(b) (Modification of the
Conditions and/or any Transaction Document). In agreeing to the Amendments the Trustee
considered the Purpose, as outlined to it by the Issuer, and was of the opinion that the
Amendments are not materially prejudicial to the interests of Noteholders of the Affected Series.
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18
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1814 – 1816
April 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1817 – 1821
April 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1867 – 1869
May 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1870 – 1872
May 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1924 – 1925
June 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1926 – 1928
June 2014
By:
Director:
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19
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1929 – 1931
June 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 1955 – 1956
September 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1949 – 1954
September 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP 1996 – 1999
October 2014
By:
Director:
ARGENTUM CAPITAL S.A., ACTING IN RESPECT OF ITS COMPARTMENT GAP+ 2000 – 2001
October 2014
By:
Director:
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Annex
Affected Series
Affected Series Description ISIN Relevant Compartment Date of Issue
Deed
Series 2014-10 Class A SEK 20,510,000 Secured Credit-
Linked Notes due 2019
XS1035760088 Compartment GAP 1814 – 1816 April 2014 9 May 2014
Class B SEK 20,600,000 Secured Credit-
Linked Notes due 2019
XS1035759239
Class C SEK 63,570,000 Secured Credit-
Linked Notes due 2019
XS1035759312
Series 2014-11 Class A SEK 9,230,000 Secured Credit-
Linked Notes due 2019
XS1035759403 Compartment GAP 1817 – 1821 April 2014 9 May 2014
Class B SEK 40,020,000 Secured Credit-
Linked Notes due 2019
XS1035759585
Class C SEK 12,840,000 Secured Credit-
Linked Notes due 2019
XS1035759668
Class D SEK 9,120,000 Secured Credit-
Linked Notes due 2019
XS1035759742
Class E SEK 22,380,000 Secured Credit- XS1035760161
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Affected Series Description ISIN Relevant Compartment Date of Issue
Deed
Linked Notes due 2019
Series 2014-29 Class A SEK 74,750,000 Secured Credit-
Linked Notes due 2019
XS1053953961 Compartment GAP 1867 – 1869 May 2014 17 June 2014
Class B SEK 33,940,000 Secured Credit-
Linked Notes due 2019
XS1053954266
Class C SEK 58,110,000 Secured Credit-
Linked Notes due 2019
XS1053954779
Series 2014-30 Class A SEK 6,140,000 Secured Credit-
Linked Notes due 2019
XS1053954340 Compartment GAP+ 1870 – 1872 May 2014 17 June 2014
Class B SEK 26,600,000 Secured Credit-
Linked Notes due 2019
XS1053954696
Class C SEK 4,650,000 Secured Credit-
Linked Notes due 2019
XS1053954852
Series 2014-31 Class A SEK 27,350,000 Secured Credit-
Linked Notes due 2020
XS1066866531 Compartment GAP 1924 – 1925 June 2014 11 July 2014
Class B SEK 20,410,000 Secured Credit-
Linked Notes due 2020
XS1066866291
Series 2014-32 Class A SEK 45,580,000 Secured Credit-
Linked Notes due 2020
XS1066866705 Compartment GAP+ 1926 – 1928 June 2014 11 July 2014
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Affected Series Description ISIN Relevant Compartment Date of Issue
Deed
Class B SEK 8,750,000 Secured Credit-
Linked Notes due 2020
XS1066866457
Class C SEK 8,210,000 Secured Credit-
Linked Notes due 2020
XS1066866614
Series 2014-33 Class A SEK 59,610,000 Secured Credit-
Linked Notes due 2020
XS1066862621 Compartment GAP 1929 – 1931 June 2014 18 July 2014
Class B SEK 22,050,000 Secured Credit-
Linked Notes due 2020
XS1066866887
Class C SEK 3,620,000 Secured Credit-
Linked Notes due 2020
XS1066863199
Series 2014-35 Class A SEK 17,310,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431094 Compartment GAP+ 1955 – 1956 September 2014 24 September 2014
Class B SEK 13,220,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431177
Series 2014-36 Class A SEK 43,780,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431334 Compartment GAP 1949 – 1954 September 2014 24 September 2014
Class B SEK 17,850,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431417
A19306500
23
Affected Series Description ISIN Relevant Compartment Date of Issue
Deed
Class C SEK 14,440,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431508
Class D SEK 8,910,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1076431763
Class E SEK 25,650,000 Secured Credit-
Linked and Equity Index-Linked Notes
due 2020
XS1076431680
Class F SEK 16,060,000 Secured Credit-
Linked and Equity Index-Linked Notes
due 2020
XS1076431847
Series 2014-51 Class A SEK 22,480,000 Secured Credit-
Linked and Equity Index-Linked Notes
due 2017
XS1106310904 Compartment GAP 1996 – 1999 October 2014 10 November 2014
Class B SEK 27,710,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1106311118
Class C SEK 14,890,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1106311035
Class D SEK 17,690,000 Secured Credit-
Linked and Equity Index-Linked Notes
due 2020
XS1106311209
A19306500
24
Affected Series Description ISIN Relevant Compartment Date of Issue
Deed
Series 2014-52 Class A SEK 23,800,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1106311464 Compartment GAP+ 2000 – 2001 October 2014 10 November 2014
Class B SEK 19,440,000 Secured Credit-
Linked and Equity-Linked Notes due 2020
XS1106311381