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1 Case 108-cv TPG Document 581 Filed 07/10/14 Page 1 of 6 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK NML CAPITAL, LTD., Plaintiff, AURELIUS CAPITAL MASTER, LTD. and ACP MASTER, LTD., Plaintiffs, 08-cv-6978 (TPG) 09-cv-1707 (TPG) 09-cv-1708 (TPG) 09-cv-8757 (TPG) 09-cv (TPG) (captions continue on following pages) MEMORANDUM OF LAW IN RESPONSE TO NON-PARTIES EURO BONDHOLDERS EMERGENCY MOTION FOR CLARIFICATION

2 Case 108-cv TPG Document 581 Filed 07/10/14 Page 2 of 6 AURELIUS OPPORTUNITIES FUND II, LLC and AURELIUS CAPITAL MASTER, LTD., Plaintiffs, AURELIUS CAPITAL MASTER, LTD. and AURELIUS OPPORTUNITIES FUND II, LLC, Plaintiffs, BLUE ANGEL CAPITAL I LLC, Plaintiff, 10-cv-1602 (TPG) 10-cv-3507 (TPG) 10-cv-3970 (TPG) 10-cv-8339 (TPG) 10-cv-4101 (TPG) 10-cv-4782 (TPG) (captions continue on following page) - ii -

3 Case 108-cv TPG Document 581 Filed 07/10/14 Page 3 of 6 PABLO ALBERTO VARELA, et al., Plaintiffs, OLIFANT FUND, LTD., Plaintiff, 10-cv-5338 (TPG) 10-cv-9587 (TPG) REED SMITH LLP Eric A. Schaffer C. Neil Gray Evan K. Farber 599 Leington Avenue New York, NY (212) Attorneys for Non-Party The Bank of New York Mellon, as Indenture Trustee - iii -

4 Case 108-cv TPG Document 581 Filed 07/10/14 Page 4 of 6 Non-party The Bank of New York Mellon, as indenture trustee ( BNY Mellon or the Trustee ), by and through its attorneys, Reed Smith LLP, respectfully submits this response to non-parties Euro Bondholders motion for clarification (Dkt. #543) and supporting papers (Dkt. # ) (collectively, the Motion ). BNY MELLON S RESPONSE BNY Mellon takes no position on the merits of the Euro Bondholders Motion. It files this Response only to correct a misstatement regarding the flow of funds set forth in the Motion. As set forth below, and contrary to the Euro Bondholders description, The Bank of New York (Luembourg) S.A. ( BNYM Luembourg ) neither receives nor controls any funds payable on the euro-denominated bonds issued by the Republic of Argentina pursuant to the Indenture dated June 2, 2005 (as supplemented on April 30, 2010, the Indenture), between BNY Mellon and the Republic (the Euro-Denominated Bonds ). Rather, the Republic deposits such funds in accounts owned and controlled by BNY Mellon, as indenture trustee and paying agent. The Euro-Denominated Bond Payment Process The Republic issued the Euro-Denominated Bonds pursuant to the Indenture. See E. A (Indenture); E. B (November 16, 2012 Declaration of Kevin F. Binnie ( First Binnie Decl. )), at 5-6; E. C (June 17, 2014 Declaration of Kevin F. Binnie (the Second Binnie Decl. )), at 4. 1 BNY Mellon serves as the indenture trustee and the trustee paying agent for these bonds. E. A (Indenture); E. B (First Binnie Decl.) at 7; E. C (Second Binnie Decl. ), at 7. As detailed in the First and Second Declarations of Kevin F. Binnie, in these roles, BNY Mellon receives payments made by the Republic pursuant to the Indenture and directs their distribution 1 Unless otherwise specified, all references herein to E. are to ehibits to the July 10, 2014 Affirmation of Evan K. Farber, filed with BNY Mellon s Notice of Motion for Clarification of Amended February 23, 2012 Order.

5 Case 108-cv TPG Document 581 Filed 07/10/14 Page 5 of 6 to bondholders, including the holders of the Euro-Denominated Bonds. E. B (First Binnie Decl.) at 10; E. C (Second Binnie Decl. ), at 7-9. In the ordinary course, the payment process on the Euro-Denominated Bonds begins when the Republic transfers funds into a euro deposit account in the name of BNY Mellon at Banco Central de la Republica de Argentina ( Banco Central ). E. B (First Binnie Decl.) at 10; E. C (Second Binnie Decl. ), at 7-9. BNY Mellon, a banking institution chartered and headquartered in New York, eclusively owns, operates, and controls this euro deposit account at Banco Central. E. C (Second Binnie Decl. ), at 9. BNY Mellon then ordinarily would transfer the funds from its account at Banco Central to a Deutche Bank account in Frankfurt, Germany in the name of The Bank of New York Mellon S.A. N.V. ( BNYM Brussels ), which acts as BNY Mellon s agent and its primary European cash distribution center. E. B (First Binnie Decl.) at 10; E. C (Second Binnie Decl. ), at 7. At the direction of BNY Mellon, BNYM Brussels then would transfer the funds to Euroclear Bank S.A. N.V. ( Euroclear ) or Clearstream Banking S.A. ( Clearstream ) (together, the Clearinghouses ), which act as the registered owners of the Euro-Denominated Bonds. 2 E. B (First Binnie Decl.) at 10. The Clearinghouses distribute the funds to participants, which then distribute the funds to the ultimate beneficial holders of the Euro-Denominated Bonds. Id. Thus, contrary to the Euro Bondholders statement that the Republic deposits funds into an account held by BNYM Luembourg, see Dkt. 545 at 6, 11, the initial deposit of funds is with BNY Mellon and BNY Mellon directs the payment process through the transfer of funds to the 2 As an administrative matter, the funds move internally from BNYM Brussels to an account at the London branch of BNY Mellon and then back to BNYM Brussels for distribution at the direction of BNY Mellon to the Clearinghouses

6 Case 108-cv TPG Document 581 Filed 07/10/14 Page 6 of 6 Clearinghouses. The funds related to the Euro-Denominated Bonds are never deposited into an account in the name of or owned, operated, or controlled by BNYM Luembourg. 3 CONCLUSION Accordingly, in the ordinary course, BNY Mellon not BNYM Luembourg receives the initial transfer of funds from the Republic and directs the process of payment on the Euro- Denominated Bonds thereafter through the transfer of the funds to the Clearinghouses. BNYM Luembourg never receives funds and plays no role in the payment process. Respectfully submitted, REED SMITH LLP By /s/ Eric A. Schaffer Eric A. Schaffer (ES-4615) C. Neil Gray (CG-9038) Evan K. Farber (EF-1049) 599 Leington Avenue New York, NY (212) Attorneys for Non-Party The Bank of New York Mellon, as Indenture Trustee Dated New York, New York July 10, BNY Mellon appointed BNYM Luembourg as the nominal trustee paying agent with respect to the Euro-Denominated Bonds to comply with the Indenture and certain regulatory requirements. E. A (Indenture), at 3.3; E. B (First Binnie Decl.) at 7, n.2; E. C (Second Binnie Decl. ), at 11. BNYM Luembourg s only functions are to provide certain information to bona fide holders upon request and, in the etraordinary event that the Clearinghouses are unable to process payments, to assist BNY Mellon in such processing; BNYM Luembourg has never been required to perform either role with regard to the Bonds. Id. at 11. In its role as nominal trustee paying agent, BNYM Luembourg does not receive or distribute any funds and does not receive any fee. Id.; see also id

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Case 1:08-cv TPG Document 762 Filed 03/12/15 Page 1 of 16. x : : : : : : : : : x : : : : : : : : : : : : x : : : : : : : : : : : : x OPINION

Case 1:08-cv TPG Document 762 Filed 03/12/15 Page 1 of 16. x : : : : : : : : : x : : : : : : : : : : : : x : : : : : : : : : : : : x OPINION Case 108-cv-06978-TPG Document 762 Filed 03/12/15 Page 1 of 16 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------ NML CAPITAL, LTD., v. Plaintiff,