Arag-A Limited et al v. The Republic of Argentina, Docket No. 1:16-cv-02238 (S.D.N.Y. Mar 25, 2016), Court Docket Multiple Documents Part Description 1 5 pages 2 Exhibit 1 3 Exhibit 2 4 Exhibit 3 5 Exhibit 4 6 Exhibit 5 7 Exhibit 6 8 Exhibit 7 9 Exhibit 8 (Part 1 of 2) 10 Exhibit 8 (Part 2 of 2) 11 Exhibit 9 12 Exhibit 10 13 Exhibit 11 14 Exhibit 12 15 Exhibit 13 16 Exhibit 14 17 Exhibit 15 18 Exhibit 16 19 Exhibit 17 © 2016 The Bureau of National Affairs, Inc. All Rights Reserved. Terms of Service // PAGE 1 Case 1:16-cv-02238-TPG Document 37 Filed 04/07/16 Page 1 of 5 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK : ARAG-A Limited, ARAG-O Limited, ARAG-T Limited, ARAG-V Limited, Honero Fund I, LLC, Attestor Value : Master Fund, Bybrook Capital Hazelton Master Fund LP, Bybrook Capital Master Fund LP, MCHA Holdings, LLC, : Red Pines LLC, Spinnaker Global Emerging Markets Fund, Ltd., Spinnaker Global Special Situations Fund LP, Trinity : Investments Limited, White Hawthorne, LLC, White Hawthorne II and Yellow Crane Holdings, L.L.C., : Plaintiffs, : CIVIL ACTION NO. 16 CIV 02238 (TPG) v. : The Republic of Argentina, : Defendant. : DECLARATION OF STEPHEN SCOTCH-MARMO IN SUPPORT OF ORDER TO SHOW CAUSE FOR A TEMPORARY RESTRAINING ORDER AND A PRELIMINARY INJUNCTION I, Stephen Scotch-Marmo, pursuant to 28 U.S.C. § 1746, declare: 1. I am an attorney admitted to practice before this Court and a member of the law firm Morgan, Lewis & Bockius LLP, which represents Moving Plaintiffs ARAG-A Limited (“ARAG-A”), ARAG-O Limited (“ARAG-O”), ARAG-T Limited (“ARAG-T”), ARAG-V Limited (“ARAG-V”), Attestor Value Master Fund LP (“Attestor”), Honero Fund I, LLC (“Honero”), MCHA Holdings, LLC (“MCHA”), Trinity Investments Limited (“Trinity”), and Yellow Crane Holdings, L.L.C. (“Yellow Crane”) in the above-captioned litigation. Our co- counsel, Weil, Gotshal & Manges LLP, also represents certain of these Moving Plaintiffs, as well Case 1:16-cv-02238-TPG Document 37 Filed 04/07/16 Page 2 of 5 as Plaintiffs White Hawthorne, LLC (“White Hawthorne”) and White Hawthorne II, LLC (“White Hawthorne II”), and Bybrook Capital Master Fund LP (“Bybrook Capital”) and Bybrook Capital Hazelton Master Fund LP (“Bybrook Capital Hazelton”) (collectively, “Movants”). 2. I submit this declaration in support of an order to show cause for a temporary restraining order and preliminary injunction in the instant action. 3. An order to show cause is necessary because under a normal notice of motion schedule, the motion will likely not be adjudicated before the Second Circuit rules in the pending appeal of Aurelius Capital Master, Ltd. v. Republic of Argentina, No. 16-628(L) (2d Cir.). Movants have not made a request for this relief previously. 4. Attached hereto as Exhibit 1 is a true and correct copy of the October 19, 1994 Fiscal Agency Agreement governed by New York Law (“FAA”). 5. Attached hereto as Exhibit 2 is a true and correct copy of the July 14, 1998 offering circular governed by German law (the “Offering Circular”). 6. Attached hereto as Exhibit 3 is a true and correct copy of the July 23, 1993 Trust Deed governed by English law (the “Trust Deed”). 7. Attached hereto as Exhibit 4 are a true and correct copy of the settlement proposal publicly issued by the Republic of Argentina (“Argentina” or the “Republic”) on February 5, 2016 (the “Unilateral Proposal”) and a subsequently-provided English translation of the Unilateral Proposal, which were filed together February 11, 2016, by Argentina as Exhibit J to the Declaration of Michael A. Paskin, NML Capital, Ltd. v. The Republic of Argentina, No. 08-6978 (TPG) (S.D.N.Y.) (Dkt No. 864). 2 Case 1:16-cv-02238-TPG Document 37 Filed 04/07/16 Page 3 of 5 8. Attached hereto as Exhibit 5 is a true and correct copy of an email received February 6, 2016, by Timothy DeSieno of Morgan, Lewis & Bockius LLP from Eugenio Bruno, representative of Argentina, attaching an English translation of the Unilateral Proposal. 9. Attached hereto as Exhibit 6 is a true and correct copy of the Instructions for Bondholders to Accept its Settlement Proposal (the “Instructions”), published by Argentina February 17, 2016, which previously was filed and included in Exhibit 1 to Movants’ Complaint. 10. Attached hereto as Exhibit 7 are a true and correct copy of the Master Settlement Agreement (the “MSA”) and an Agreement Schedule, published by Argentina February 17, 2016, which previously were filed and included in Exhibit 1 to Movants’ Complaint. 11. Attached hereto as Exhibit 8 are true and correct copies of the Second Supplemental Declaration of Undersecretary of Finance Santiago Bausili in Further Support of the Republic of Argentina’s Motion, by Order to Show Cause, to Vacate the Injunctions Issued on November 21, 2012, and October 30, 2015, dated February 29, 2016 (“Bausili Decl.”), and its Exhibits 7 (settlement with VR Global Partners) (the “VR Settlement”); 8 (settlement with Procella Holdings) (the “Procella Settlement”); and 9 (settlement with Red Pines) (the “Red Pines Settlement”). 12. Attached hereto as Exhibit 9 is a true and correct copy of a letter from P. Sabin Willett of Morgan, Lewis & Bockius LLP, dated February 29, 2016 (the “February 29 Letter”) and filed in NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (TPG) (S.D.N.Y.) (Dkt. No. 906). 3 Case 1:16-cv-02238-TPG Document 37 Filed 04/07/16 Page 4 of 5 13. Attached hereto as Exhibit 10 is a true and correct copy of the transcript from the March 1, 2016 hearing in NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (TPG) (S.D.N.Y.). 14. Attached hereto as Exhibit 11 is a true and correct copy of an email dated March 11, 2016, from P. Sabin Willett of Morgan, Lewis & Bockius LLP to Michael Paskin of Cravath, Swaine & Moore LLP, which was previously filed and included as Exhibit 3 to Movants’ Complaint. 15. Attached hereto as Exhibit 12 is a true and correct copy of Argentina’s Brief for Defendant-Appellee, dated March 21, 2016, in Aurelius Capital Master, Ltd. v. Republic of Argentina, No. 16-628(L) (2d Cir.) (Dkt. No. 419). 16. Attached hereto as Exhibit 13 is a true and correct copy of the transcript of the February 24, 2016 oral argument before the Second Circuit in Aurelius Opportunities Fund II LLC v. Republic of Argentina, No. 15-1060 (L) (2d Cir.), as originally filed in NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (S.D.N.Y) (TPG) (Dkt. No. 902-1). 17. Attached hereto as Exhibit 14 is a true and correct copy of Defendant- Appellee The Republic of Argentina’s Opposition to the Motion of the Amici Curiae Foreign- law Bondholders to Participate in Oral Argument, dated April 6, 2016, in Aurelius Capital Master, Ltd. v. Republic of Argentina, No. 16-628(L) (2d Cir.) (Dkt. No. 516). 18. Attached to this declaration as Exhibit 15 are true and correct copies of Clearstream Banking AG’s notices of presentment, made available at: http://www.clearstream.com/blob/50894/9387655aa344746e2cc81775d64665a9/d074-en- data.pdf, and 4 Case 1:16-cv-02238-TPG Document 37 Filed 04/07/16 Page 5 of 5 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 1 of 55 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 2 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 2 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 3 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 3 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 4 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 4 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 5 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 5 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 6 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 6 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 7 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 7 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 8 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 8 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 9 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 9 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 10 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 10 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 11 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 11 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 12 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 12 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 13 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 13 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 14 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 14 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 15 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 15 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 16 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 16 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 17 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 17 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 18 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 18 of 175 Case 1:16-cv-02238-TPG Document 37-1 Filed 04/07/16 Page 19 of 55 Case 1:08-cv-06978-TPG Document 864-1 Filed 02/11/16 Page 19 of 175 Case 1:16-cv-02238-TPG Document