..SantanderTotta · ..Santander Totta Switch Option Provision: Starting from 15th September 2011,...

.. Santander Totta

TO:

FROM:

SUBJECT:

Dear Sirs:

Metro do Porto S.A. (" Counterparty ")Avenida Fernao Magalhaes, 1862, 7°4350-158 Porta

Banco Santander Totta, S.A. ("Santander")Rua da Mesquita, 61070-238 Lisboa

Interest Rate Swap Transaction

The purpose of this communication ("the Confirmation") is to set forth the terms and conditions of theSwap Transaction entered into between Banco Santander Totta, S.A. and yourselves, on the trade datereferred to below ("the Transaction"). This communication constitutes a "confirmation" as referred to inthe ISDA Master Agreement specified below.

The definitions and provisions contained in the 2006 ISDA as published by the International Swap andDerivatives Association, Inc. (the "Definitions") are incorporated into this confirmation. In the event ofany inconsistency between those definitions and provisions and this Confirmation, this Confirmation willgovern.

1. This Confirmation supplements, forms parts of, and is subject to, the ISDA Master Agreement, dated asof January 11,2007, as amended and supplemented from time to time (the 'Agreement'), between you andBanco Santander Totta, S.A.. AIl provisions contained in the agreement govern this confirmation except asexpressly modified below.

2. The terms of the particular transaction to which this confirmation relates are as follows:

Notional Amount:

Trade Date:

Effective Date:

Termination Date:

Business Day:

Business Day Convention:

EUR 60,000,000.00, amortizing according to Schedule in Annex 1

13th August 2007

17th September 2007

15th September 2027, subject to adjustment in accordancewith the Modified Following Business Day Convention.

TARGET Settlement Days

Modified Following

Banco Santander Tona. SA - Capital Social: Sag 810 510 € - eRe Usboa n· 1587 - Reg Pessoa Colediva n· 500 844 321 - 5ede Social R do Oum, n· se - 1100-063 Usboa 1/8

• Santander Totta

Floating Amounts I:

Floating Rate I Payer:

Floating Rate I PayerPayment Dates:

Floating Rate IOption:

DesignatedMaturity:

Floating Rate I DayCount Fraction:

Reset Dates:

Fixed Amounts I:

Fixed Rate I Payer:

Fixed Rate I PayerPayment Dates:

Calculation Periods:

Santander

Quarterly, every 15th of March, June, September and December ineach year from and including December IS, 2007, up to andincluding the Tennination Date subject to adjustment inaccordance with the Modified Following Business DayConvention.

EU R-EURIBOR-Reuters

3 Months

Actuall360

The first day of each Calculation Period. For avoidance of doubt,the Floating Rate I for each Reset Date will be the rate for depositin euros with a designated maturity of 3 months which appears inthe Reuters Page "EURIBORO I" as of 1I :00 am, Brussels time,on the day that is two TARGET Settlement Days preceding thefirst day ofthe relevant Calculation Period.

Counterparty

IS December 2007, IS March 2008, IS June 2008, IS September2008, IS December 2008, IS March 2009, IS June 2009, ISSeptember 2009, 15 December 2009, 15 March 2010, IS June20 I0, IS September 20 I0, IS December 20 I0, 15 March 2011, 15June 20 11, IS September 20 11, subject to adj ustment inaccordance with the Modified Following Business DayConvention.

Each period from, and including, one Fixed Rate I Payer PaymentDate to, but excluding, the next following applicable Fixed Rate IPayer Payment Date during the Tenn of the Swap Transaction,except that (a) the initial Calculation Period will commence on,and include, the Effective Date and (b) the final Calculation Periodwi 11 end on, but exclude, 15 September 2011.

Banco Santander Tona, S.A - Capital Social: 589810510 E • eRe Usboa 0°1587 - Reg Pessoa Coled.iv8 nO 500 844 321 - Sede Social R do Oura, n g 88 - 1100-063 Usboa

~ Santander Totta

Fixed Rate I:

Fixed Rate IDay Count Fraction:

Floating Amounts IT:

1.75%

ACT/360

Floating Rate IT Payer:

Floating Rate IT PayerPayment Dates:

Floating Rate IT:

Floating Rate ITDay Count Fraction:

Reset Dates:

Compouding:

Counterparty

Quarterly, every 15th of December, March, June and September ineach year, from and including 15 December 2011, up to andincluding the Termination Date subject to adjustment inaccordance with the Modified Following Business DayConvention.

1.75% + Max [0%, Spread] x Notional Amount x Floating Rate 11Day Count Fraction

Where,

"Spread' is calculated through the following formula:

Spread = Previous Spread + 1.50 xx Max [ -0.20%, Euribor3m - 6.50%]

"Max" means the maximum of the values to which it refers to.

"Previous Spread' means for each Floating Rate 11 Payer PaymentDate, the Spread paid on the immediately preceding FloatingRate 11 Payment Date, quoted on an annualized basis.For Floating Rate 11 Payment Date 15 December 2011, PreviousSpread is equal to 0.00%.

"Euribor3m" means the floating interest rate for deposit in euroswith a designated maturity of 3 months which appears in theReuters Page "EURlBORO1" as of 11 :00 am, Brussels time, onthe day that is two TARGET Settlement Days preceding the lastday of the relevant Calculation Period.

ACT/360

Each Floating Rate 11 Payer Payment Date

Inapplicable

B41nco Sant1.nder Totta. S.A • Capital Social: 589 810 510 E • eRe Usboa n- 1587 - Reg Pesso8 Colediva ne 500 844 321 - Sede Social R do Ouro, n· as -'100-063 Usboa 3/8

.. Santander Totta

Switch Option Provision:

Starting from 15th September 2011, inclusive, and every quarter thereafter, by giving not less than 10business days notice, Santander has the (bermudan) option to irrevocably switch the FloatingAmounts 11 payable by Counterparty, as outlined above, to Euribor 3 months minus 1.50% (EUREURIBOR-Reuters, the rate for deposits in euros with a designated maturity of 3 months whichappears in the Reuters Page "EURIBORO I" as of 11 :00 am, Brussels time, on the day that is twoTARGET Settlement Days preceding the beginning of each relevant Calculation Period), for theremaining period of the Swap Transaction, as follows:

Floating Rate PaymentDates: Quarterly, In accordance with Floating Rate 11 Payer Payment

Dates

Floating Rate Option: EUR-EURIBOR-Reuters

Designated Maturity: 3 months

Spread: Minus 1.50%

Day Count Fraction: ACT/360

Reset Dates: The first day of each Calculation Period. For avoidance of doubt,the Floating Rate for each Reset Date will be the rate for depositin euros with a designated maturity of 3 months which appears inthe Reuters Page "EURlBORO I" as of 11 :00 am, Brussels time,on the day that is two TARGET Settlement Days preceding thefirst day of the relevant Calculation Period.

3. Calculation Agent: Santander

4. Relationship Between Parties:

Each party represents to the other party on the trade date of this Transaction that (absent a writtenagreement between the parties that expressly imposes affirmative obligations to the contrary for thisTransaction):

~4/8Banco Sanlande, Tona, SA - Capital Social: 589 810 510 E - eRe Lisboa nO 1587 - Reg Pessoa Colechva n' 500 8-44 321 - Sede Social R do Cure, n 0 88 - 1100-063 Lisboa

(a) Non-Reliance: It is acting for its own account, and it has made its own independent decisions toenter into this Transaction and as to whether this Transaction is appropriate or proper for it basedupon its own judgement and upon advice from such advisers as it has deemed necessary. It is notrelying, and has not relied, on any communication (written or oral) of the other party as investmentadvice or as a recommendation to enter into this Transaction; it being understood that informationand explanations related to the terms and conditions of this Transaction shall not be consideredinvestment advice or a recommendation to enter into this Transaction, no communication (writtenor oral) received from the other party shall be deemed to be an assurance or guarantee as to theexpected results of this Transaction.

/7/1,1.. SantanderTotta /1

(b) Assessment and Understanding: It is capable of a e jng the merit of and uncle tanding on itown behalf or through independent professional advi e). and und rstand and accept . the term .conditions and risks of this Transaction. It is ab capabl fa uming. an ume .. the ri 0

this Transaction.

(c) Status of Parties: The other party is not acting as a fiduciary for or an adviser to it in respect of thisTransaction.

(d) Risk Evaluation: It is aware that OTC derivative transactions, like other financial transactions,involve a variety of significant risks. The specific risks presented by a particular OTC derivativetransaction necessarily depend upon the terms of the transaction and each Party circumstances.Highly customized OTC derivative transactions in particular may increase market and liquidityrisk and introduce other significant risk factors of a complex character. Highly leveragedtransactions may experience substantial gains or losses in value as a result of relatively smallchanges in the value or level of an underlying or related market factor.

5. Account Details:

Account(s) for payments to Santander:Account(s) for payments to Counterparty:

6. Offices:

3100005013294902031000050132949020

(a) The Office ofSantander for the Swap Transaction is:

Banco Santander Totta, S.A.Rua da Mesquita, 61070-238 Lisboa

(b) The Office of Counterparty for the Swap Transaction is:

Metro do Porto, S.A.Avenida Femao Magalhaes, 1862,7°4350-158 Porto

Banco Santander TOIta, S.A - Capital SOcial: 589 810 510 E • eRe Usboa n· 1581- Reg Pessoa Coleetiva n· 500 844 321 - 5ede Sodal R do Dura, n· 88 - 110Q..063 Lisboa 5/8

~ Santander Totta

Please continn the foregoing correctly sets forth the tenns of our agreement by executing the copy of thisContinnation enclosed for that purpose and returning it to us.

Very truly yours,Banco Santander Totta, S.A.

111\ \---e f-A--<.-./~By:

Authorized Signature

Continned as of the date tirst above written,Metro do Porto, S.A.

L1lhorued

Authorized Signature

Banco__T-'8.A • Capital SOdlII: 588810 510 E - C RC Usboa .. 1587 -Rog PllSSOB Colacllv." 500844 321- S8da SOdlII R do OUIO, n ·88-11DD-D83 Usboa 6/8

• Santander Totta

ANNEXlNotional Amount Schedule:

•Santander TottaI

June 15,2017 to September 15, 20 I7 45,750,000.00September 15,2017 to December 15,2017 45,000,000.00 --December 15, 2017 to March 15,2018 45,000,000.00

March 15,2018 to June 15,2018 44,250,000.00June 15,2018 to September 15,2018 44,250,000.00

September 15, 2018 to December 15, 2018 43,500,000.00December 15,2018 to March 15,2019 43,500,000.00

March 15,2019 to June 15,2019 42,750,000.00June 15,2019 to September 15, 2019 42,750,000.00

September 15,2019 to December 15, 2019 42,000,000.00December 15, 2019 to March 15,2020 42,000,000.00

March 15, 2020 to June 15,2020 41,250,000.00June 15,2020 to September 15, 2020 41,250,000.00

September 15, 2020 to December 15, 2020 40,500,000.00December 15,2020 to March 15, 2021 40,500,000.00

March 15, 2021 to June 15,2021 39,750,000.00June 15, 2021 to September 15,2021 39,750,000.00

September 15, 2021 to December 15, 2021 39,000,000.00December 15, 2021 to March 15, 2022 39,000,000.00



March 15, 2023 to June 15,2023 36,750,000.00June 15,2023 to September 15,2023 36,750,000.00

September 15,2023 to December 15, 2023 36,000,000.00December 15, 2023 to March 15, 2024 36,000,000.00






September 15, 2026 to December 15,2026 31,500,000.00December 15, 2026 to March 15, 2027 31,500,000.00

March 15,2027 to June 15,2027 30,750,000.00June 15,2027 to September 15,2027 30,750,000.00

All dates are subject to adjustment in accordance with the Modified Following Business Day Convention

Banco Santander Totta, S.A - Capital Social: 589810510 E - eRe lisboa nO 1587 - Reg Pessoa ColeCl:iva nO 500 844 321 _ Sede Social R do Oura, n 0 88 -110o-063lisboa 8/8

..SantanderTotta · ..Santander Totta Switch Option Provision: Starting from 15th September 2011,...

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