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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

Transcript of Compartment Credit Suisse International BNY Mellon ...

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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

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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

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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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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

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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

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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:

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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:

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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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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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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

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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

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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