CENTRAL BANK OF THE ARGENTINE REPUBLIC

COMMUNICATION "A" 695 01/07/85

TO FINANCIAL INSTITUTIONS AUTHORIZED TO OPERATE IN FOREIGN EXCHANGE AND FOREIGN EXCHANGE BROKERS:

Ref.: Circular FOREIGN EXCHANGE OPERATIONS AND MOVEMENTS OF FUNDS AND SECURITIES WITH ABROAD - CAMEX-1 - 102 and Circular NATIONAL PUBLIC SECURITIES TINAC-1- 37.

We address you and through you the interested sectors with reference to swap operations arranged and renewed under the provisions made known by Communications "A" 129 of 28.5.82; "A" 130 of 28.5.82; "A" 136 of 5.7.82 and "A" 327 of 1.6.83 and following complementary rules that established the conditions of term, cancellation, renewal and compensation of exchange rates.

In this regard, we inform you that all swap operations with capital maturities between 22.2.85 and 3.7.85, as well as the amortization of the respective unavailable deposits, will be extended for 180 days.

For swap operations whose maturities occur from 4.7.85 onwards, it has been resolved to apply the following provisions for their settlement, including an option that contemplates as an intermediate step their refinancing for a term of 5 years. This alternative will be exercised by the creditor and communicated by the intervening bank to this Institution (Department of Exchange Operators) by note whose model is attached (Annex II -option 2-).

1. Direct settlement of swap operations

1.1. The settlement will be effected at the time and for the amounts arising from the cancellation program established in Communication "A" 327 (Chapter I, point 2), modified by communication "A" 525 and by the second paragraph of this Circular. Consequently, during 1985 the installments that originally or by extension mature in the current year will be settled, thus excluding installments maturing in 1986.

1.2. The balances of the contracts will be renewed for partial periods of 180 days each, applying the provisions of Chapter I of Communication "A" 327 and complementary rules, insofar as they do not oppose those established by this Communication, using the formulas that correspond in each case for the renewal and compensation of swap operations (formulas 2617 A, 2600 and 3916 or 3917), which will enter the Central Bank jointly.

1.3. The unavailable deposits constituted with the balances resulting from exchange rate compensations (including the balances at the time of the first renewal to be made under these provisions), will be canceled on the same dates established in subsection 1.1. and proportionally to the capital installments that are settled.

The amortization calculation of the unavailable accounts will be made on the balance of such accounts and then the increases or decreases that correspond will be imputed, following the scheme that by way of example was informed in Communication "C" 1763 (Telephone Communiqué No. 5085).

1.4. The authorized financial institutions will proceed as follows:

1.4.1. They will report through the exchange switchboard, as is customary, the partial settlement of the swap operations and of the interest timely arranged.

1.4.2. On the same date they will send to the Central Bank (Department of Exchange Operators):

1.4.2.1. Formula 4040 -Annex I-, settling in australes the equivalent to the corresponding portion of the insured capital, accompanied by the creditor's option note (Annex II -option 1-). The forward premium will be collected through formula 3916 or 3917 as applicable.

1.4.2.2. Formula 2600 settling the insured interest and paying the corresponding forward premium.

1.5. The cancellation of the deposits referred to in subsection 1.3. will conform to the following:

1.5.1. The authorized intervening institutions will release the corresponding portion of the unavailable deposits constituted in the name of their clients, plus the adjustments and interest corresponding to the portion of the released deposits, proceeding to reimburse themselves the amounts to which these latter concepts amount, in accordance with the provisions of Communication "A" 363.

1.5.2. The intervening institutions, holders of swap operations and that consequently have constituted unavailable deposits in the Central Bank, will request their reimbursement -for the portion corresponding to capital, adjustment and interest-, applying the mechanism of Communication "A" 363.

1.6. On the maturity date in 1985 referred to in subsection 1.1. and once the requirements indicated above are met, the partial obligation of the swap operation of the Private Sector will be extinguished through the delivery of OBLIGATIONS OF THE CENTRAL BANK OF THE ARGENTINE REPUBLIC IN UNITED STATES DOLLARS (B.C.R.A. - NOTES) with the following characteristics.

1.6.1. Text: The versions "A" and "B" are attached as Annex III, applicable according to the interest rate chosen.

1.6.2. Amortization: It will be effected in 15 semiannual installments, of 6.65% each for the first fourteen (14) and 6.90% for the last, with the first maturing at thirty-six (36) months counted from the date of issue of each obligation.

B.C.R.A. COMMUNICATION "A" 695 01/07/85

1.6.3. Income: It will be paid for expired periods according to the following alternative:

1.6.3.1. Annual interest rate in effect for 6-month eurodollar deposits in the London Interbank Market (LIBOR) determined by the Central Bank of the Argentine Republic on the basis of the arithmetic average (rounded up, if necessary, to the nearest whole multiple of 1/16 of 1 percent per annum) of the rates informed by its correspondent banks in the aforementioned plaza at 11 a.m. on the second business day immediately preceding the beginning of each income period, plus a surcharge of 1 3/8% per annum. Interest payable semiannually.

1.6.3.2. "Adjusted Certificate of Deposit Rate", which is defined as the annual rate determined by the B.C.R.A. based on the average (rounded up to the nearest multiple of 1 hundredth of 1 percent per year) of the rates determined by reference banks as the prevailing passive rates at 10 A.M. (New York time) for the purchase by financial institutions ("deposit dealers") of recognized solvency, at face value, of the own certificates of deposit issued by the reference banks, for the amount of US$ 5 million and with 90-day maturity, adjusted: i) by the reserve requirement (including, but not limited to, any marginal reserve requirement) for member banks of the Federal Reserve System in the City of New York with deposits exceeding US$ five billion, and that consist of -or include among others- non-personal time deposits in dollars in the U.S. with a term of 90 consecutive days, and ii) by the annual rate determined as the average (rounded up to the nearest multiple of 1 hundredth of 1 percent per year) of the applicable rates, reported by reference banks, as an annual premium payable to the Federal Deposit Insurance Corporation (or any successor) for insuring dollar deposits in the U.S. the surcharge for this case will be 1 3/8 percent per year and interest will be paid quarterly.

The intervening bank shall indicate in form 4040 the interest option chosen by the creditor, which shall be applicable for the entire life of the security.

1.6.4. Ownership: At the option of whoever ultimately is the creditor, according to information in section II, if any, or failing that the information provided in section III of form 4040, the OBLIGATIONS shall be issued:

1.6.4.1. In the name of the creditor in payment or as guarantee of its credit.

1.6.4.2. In the name of the debtor so that the latter delivers it as guarantee to its creditor covering the renewal of the mutual loan

1.6.4.3. In the name of the foreign creditor financial institution, as guarantee or in payment of credits granted to the local financial institution creditor of the debtor.

1.6.5. Negotiation: The OBLIGATIONS may not be subject to public offering within the territory of the Argentine Republic or to transactions involving persons resident or domiciled in the country.

They may only be transferred in favor of financial institutions domiciled abroad, and the transferor must notify the Central Bank of the Argentine Republic, by encrypted telex, the name and domicile of the beneficiary. With respect to the payment of services, such notifications shall take effect on maturities occurring 30 days after receipt.

For no reason may the OBLIGATIONS be transferred in favor of persons domiciled or resident in the Argentine Republic

Transfers that are not notified in the prescribed manner shall be considered null and void with respect to the issuer.

1.6.6. Payment of financial services: They shall be made by the Central Bank of the Argentine Republic in U.S. dollars, by transfer on the New York market, for credit to the account that the holder shall specify in the note whose model is attached as Annex II or, as the case may be, to be credited to the account indicated upon notification of the transfer in accordance with item 1.6.5. above.

1.6.7. Tax exemptions: The services shall be paid without making any deduction by reason of levies, taxes or fees, present or future, of the Argentine Republic.

1.6.8. Tax treatment in the case of securities delivered as guarantee covering the renewal of the mutual loan contract: When income tax has contractually been borne by the debtor, whether the debtor itself or a local bank that has accepted the OBLIGATIONS in payment, said tax OBLIGATION shall remain with them until the pertinent legal authorization is obtained for the Central Bank to assume it.

1.7. The delivery of the securities to the creditor shall be subject to receipt of the documentation detailed below and which shall be delivered to this Bank -Public Finance Management- until 15 hours.

1.7.1. Form No. 4040 containing all the information required to regularize the operation. It must be consistent with that declared in the External Debt Survey, except for possible discrepancies in the maturity date of the first

B.C.R.A. COMMUNICATION "A" 695 01/07/85

installment, as long as it has been extended under the terms of Communication "A" 525. If other modifications are necessary, a Form 5005 must be submitted, exempt from the presentation requirements established by Communication "A" 496. For this purpose, the intervening banking entity must certify that said presentation is intended to regularize information in order to enable the refinancing of the debt under the terms of this Communication.

1.7.2. Note from whoever ultimately is the creditor of the taker of the payment operation according to the model included in Annex II, accepting in payment or as guarantee the securities and conditions of delivery thereof, indicating the interest rate chosen -point 1., section 1.6., item 1.6.3.- and designating the bank in the City of New York and the account in which the financial services shall be credited.

1.8. These settlement rules are applicable exclusively to the installments of the pass operations maturing up to 31 December 1985. Instructions for subsequent installment maturities will be announced in due course.

2. Settlement of pass operations, after refinancing for 5 years.

To effect this alternative, authorized financial institutions shall proceed as follows:

2.1. Refinancing

The installment due in 1985, resulting from the cancellation program provided by Communication “A” 327 (Chapter I, point 2), as amended by Communication “A” 525 and by the second paragraph of this Circular, shall be renewed for a term of 5 years from its due date.

For the purposes of this refinancing as well as for the non-refinanced balances, which shall continue to be renewed every 180 days, the provisions of Chapter I of Communication “A” 327 and complementary regulations shall remain in force, insofar as they do not conflict with those established by this Circular, using the formulas applicable in each case for the renewal and compensation of each swap transaction (Form 2617A, 2600 and 3916 or 3917) which shall be submitted to the B.C.R.A. jointly. On the occasion of the first renewal, they shall also include the creditor's option note (Annex II).

The amounts thus refinanced shall be renewed - for their respective balances - in partial periods of 180 days each, up to the maximum term indicated. When the transaction being renewed had originally been agreed at the “LIBO” rate, the interest payable on foreign currency credits may not exceed the annual rate in effect for 180-day Eurodollar deposits in the London interbank market (LIBOR) plus a surcharge of 1 3/8 % per annum.

In cases where the original transaction is based on the “PRIME” rate, the “Adjusted Certificate of Deposit Rate” shall apply (Point 1., subsection 1.6., item 1.6.3., clause 1.6.3.2., of this Communication).

2.2. The amortization of the refinanced amount shall be made in 5 semiannual payments, each equivalent to 6.65 % of said amount, the first occurring at 36 months counted from the date of refinancing. At the time of the fifth maturity, the remainder of the swap transaction (66.75 %) shall be cancelled. For this purpose, concurrently with the payment of the principal amount and the corresponding futures premiums, the Central Bank shall deliver the OBLIGATIONS indicated in subsection 2.4.

2.3. Unavailable deposit

Unavailable deposits constituted with the balances resulting from exchange rate compensations (including the balances at the time of refinancing) shall have a term of 5 years from the time of refinancing and their amortization shall be made on the same dates and percentages established in subsection 2.2.

As established by Communications “A” 327 and “A” 361, from the exchange rate compensations, once made, the amounts corresponding to futures premiums, insured interest, taxes and levies shall be deducted from said amount, referring both to refinanced amounts and to balances renewed for 180 days. With the remainder, the following procedure shall be applied: 45 % of said amount shall be incorporated into the existing unavailable deposit and the remaining 55 % may be disposed of by the beneficiaries in 3 equal and consecutive monthly installments, starting 60 days from the date on which the respective compensation is made, adjusted according to the regime applicable to the unavailable deposit.

The amortization of these deposits shall be made following the procedures detailed in subsection 1.5.

2.4. Settlement

At the end of the 5 years of the refinancing cited in subsection 2.1., the swap transaction shall be cancelled, for which the securities denominated OBLIGACIONES DEL BANCO CENTRAL DE LA REPUBLICA ARGENTINA EN DOLARES ESTADOUNIDENSES (B.C.R.A. - NOTES) shall be issued and delivered with the characteristics and conditions - except as regards amortization - set forth in subsection 1.6.

On such occasion, the entities shall comply with the operational and informational requirements detailed in subsection 1.4.

The amortization of the aforementioned OBLIGATIONS shall be made in 10 semiannual installments, of 9.96 % each for the first nine and 10.36 % for the last, with the first maturing 180 days from the date of issue.

B.C.R.A. COMMUNICATION “A” 695 01/07/85

3. The holders of swap transactions must be registered in the Registry of Debtors (forms 5000), even if they are not expressly covered by Communication “A” 407 of 10.11.83. Swap transactions renewed under point 2 must be declared in the External Debt Survey, reporting their payment plans, for principal and interest, in accordance with the situation that will arise during the 5 years of validity, regardless of whether the renewal of the contracts proceeds in partial periods of 180 days.

4. Debtors may request the transfer of the swap contract by means of an application to be submitted on form 4008A, which shall receive preferential attention for processing.

We greet you very attentively.

CENTRAL BANK OF THE ARGENTINE REPUBLIC

José A. H. Pozzi
Gerente de
Finanzas Públicas
Antonio E. Conde
Subgerente General

ANNEX I

1. 1 Accept.
BANCO CENTRAL DE LA REPUBLICA ARGENTINA (1) 2 Reject. APPLICATION FOR DELIVERY OF SECURITIES -SWAP TRANSACTION-
2. Intervening Financial Entity: 3. Entity code:
The local debtor taking the swap transaction, through the intervening financial entity, requests the delivery of Obligations in US Dollars of the Banco Central de la República Argentina, under the conditions indicated in VI., covering the transaction of swap mentioned in V.
For these purposes, the following information is provided:
I. DATA OF THE TAKER OF THE SWAP TRANSACTION
4. Surname and names or corporate name
5. Registration number in the Registry of Debtors: _
6. Address:
Street Number Floor Apt./Office
Locality Province Postal code
II. DATA OF THE FOREIGN CREDITOR
1. Surname and names or corporate name 2. Code (1)
__
Address:
__
3. Country of domicile of the creditor:
III. LOCAL ENTITY, CREDITOR OF THE TAKER OF THE SWAP TRANSACTION:
I. Denomination 2. Code:
IV. EXTERNAL DEBT DECLARATION
YES 1 Pub. Sec. 1
1. Indicate whether the transaction originating the request for securities is subject to
mandatory reporting in the External Debt Survey and the sector in which it is included:
(2) NO 2 Private Sec. 2
2. If YES is entered, the data requested below must be completed:
Class of
Form (3)
No. of declaration (2) Installment being canceled Currency code of origin Amount (without cents) Prin. Int. Number Due date 3 (1)

[1] The supply of this form must be requested by Form 337 - Form 4040 - 1 - (VI-85)

V. SWAP TRANSACTIONS

1. Number:

2. Regime: Communication “A” 327 3

3. Due date:

4. Form 2617

5. Exchange Rate:

6. Total amount of the swap transaction (US$)

7. AMOUNT FOR WHICH THE ISSUANCE OF UNITED STATES DOLLAR OBLIGATIONS OF THE CENTRAL BANK IS REQUESTED

8. Promissory Notes were requested as indicated

Option	Form 4040	Amount in uRs.
50 %
25 %

DEBIT
Equivalent in A
CREDIT (1)
Deposits of financial institutions in current accounts:
Account No.: Analytical 1
Analytical 2

Holder:

VI. ISSUANCE OF THE UNITED STATES DOLLAR OBLIGATION

The issuance of the security evidencing the United States Dollar Obligation of the Central Bank of the Argentine Republic is requested under the conditions set forth below, within the terms of Communication “A” 695 (2).

1. Applicable rate	LIBO	1
	ADJUSTED CD	3

2. Holder in whose name the United States Dollar Obligation of the Central Bank of the Argentine Republic is issued and capacity in which it will be delivered:

2.1. In the case of debts contracted with the local entity by application to the credit line:

ß In the name of the local entity, creditor of the taker of the swap transaction, reported in section III, in PAYMENT of its credit.
ß In the name of the local entity, creditor of the taker of the swap transaction, reported in section III, as GUARANTEE of its credit.
ß In the name of the taker of the swap transaction declared in section I, to be delivered to the local entity as GUARANTEE of its credit.
ß In the name of the foreign creditor, holder of the credit line, reported in section II, in PAYMENT of its credit.
ß In the name of the foreign creditor, holder of the credit line, reported in section II, as GUARANTEE of its credit.

2.2. In the case of debts contracted directly with the foreign creditor

ß In the name of the foreign creditor reported in section II, in PAYMENT of its credit
ß In the name of the foreign creditor reported in section II, as GUARANTEE of its credit
ß In the name of the taker of the swap transaction indicated in section I, to be delivered as GUARANTEE to the foreign creditor.

2.3. In the case of loans originating from deposits in foreign currency of Argentine residents (Circ. RC 1165 and RC 901)

ß In the name of the local entity, creditor of the taker of the swap transaction, reported in section III, in PAYMENT of its credit.
ß In the name of the local entity, creditor of the taker of the swap transaction, reported in section III, as GUARANTEE of its credit.
ß On behalf of the borrower of the swap transaction declared in section I, to be delivered to the local entity as GUARANTEE of its credit.

	111
	112
	132
	121
	122
	221
	222
	232
	311
	312
	332

Form. 4040 - 2-

VI. ISSUE OF THE OBLIGATION IN UNITED STATES DOLLARS (Continued)

3. Payment of financial services: Payments corresponding to financial services shall be made as indicated:

3.1. Receiving bank of the funds in New York City:

3.2. Code of the receiving bank of funds:

3.3. Beneficiary of the financial services

3.4. Bank at which the beneficiary maintains an account:

City
Country
Code

3.5. Account number: :

3.6. Reference under which the funds will be transferred:

3.7. Mailing address of the beneficiary of the financial services: (complete if the beneficiary is not one of the persons or institutions declared in sections II or III)

I II III
(I)
Street Number (I) --
City Country (I) --

3.8. Telex address (provide in the case of persons or entities from abroad.)

4. Delivery of securities: Authorization is given to withdraw the requested securities by Mr./Ms.:

Surname and given names

DNI	1	CI	2	LE	3	LC	4	Number

VII. TAX OBLIGATIONS

Indicate who is responsible for the payment of the taxes on profits according to the mutual loan renewal agreement, marking with “X” one of the boxes as applicable:

I. Renewal of credit lines;

I. Securities delivered in payment by the borrower of the swap transaction to the local creditor bank and pledged by the latter in favor of the external creditor as guarantee of a renewed credit line (PAYMENT-GUARANTEE)

a) At the expense of the external creditor 1

b) At the expense of the local creditor bank 2

II. Securities delivered in payment by the borrower of the swap transaction to the local creditor bank and pledged by the latter in favor of the external creditor as guarantee of a renewed credit line (GUARANTEE-GUARANTEE)

a) At the expense of the local bank according to the agreement with the borrower of the swap transaction and at the expense of the external creditor according to the agreement with the local bank. 1

b) At the expense of the local bank according to the agreement with the borrower of the swap transaction and at the expense of the local bank according to 3 agreement with the external creditor

c) At the expense of the borrower of the swap transaction according to the agreement with the local bank and at the expense of the external 1 creditor according to the agreement with the local bank

d) At the expense of the borrower of the swap transaction according to the agreement with the local bank and at the expense of the local bank according to the agreement with the external creditor 2

2. Renewal of a direct loan:

a) At the expense of the external creditor 1

b) At the expense of the borrower of the swap transaction 2

3. Renewal of a loan originated in foreign currency deposits of Argentine residents

a) At the expense of the local creditor bank 3

b) At the expense of the borrower of the swap transaction 4

FORM 4040 -3-

4. INCOME TAX

Activity carried out by the taker of the swap transaction:

Industry-Extractive exploitation-Primary production	1
Activities other than the foregoing	2

VIII. SIGNATURES AND STATEMENTS OF THE APPLICANTS

In my capacity as local debtor, taker of the swap transaction, I declare under oath that the information provided is accurate, true and that the transaction is carried out in accordance with and with knowledge of the provisions governing these filings.

/
/
Signature and printed name

CERTIFICATION OF THE INTERVENING FINANCIAL INSTITUTION

Designate a person who can be consulted regarding this filing:

Surname and names:
Position:
Telephone:

We certify that the data provided, as well as the signature of the applicant, match the documentation in our possession.

/
/
Signature and printed name

The local entity, creditor of the taker of the swap transaction, confirms the debt that originated said transaction and accepts the US Dollar Obligation of the Banco Central de la República Argentina issued under the terms of this application.

/
/
Signature and printed name

IX. INTERVENTIONS OF THE B.C.R.A. DEPARTMENTS

The information corresponding to the transaction generating the request for securities has been considered and is, in accordance with the Reporting Regime for Foreign Obligations, IN AGREEMENT/DISCREPANCIES IN THE ITEMS:

Observations:

/
/
FOREIGN DEBT DEPARTMENT

The information concerning the swap transaction has been verified and is, IN AGREEMENT/DISCREPANCIES IN THE ITEMS: Observations:

/
/
FOREIGN EXCHANGE OPERATORS DEPARTMENT

The settlements made and the amount in foreign currency pending regularization have been checked, and it corresponds to ACCEPT/REJECT this application.

Observations:

/
/
FOREIGN EXCHANGE OPERATIONS DEPARTMENT

DATA PROCESSING CENTER
COORDINATING UNIT OF THE TASK MARKET DEPARTMENT SECURITIES Registered Verified Regularized Promissory note issued / / / / / / / /

[1] Reserved for the B.C.R.A. - (2) Mark with “X” as applicable - (3) Indicate 5003, 5005, 5013 or 5015 as applicable.

FORM 4040 -4-

B.C.R.A. NOTE OF WHOEVER TURNS OUT TO BE CREDITOR IN THE LAST INSTANCE
Annex II to
Com. “A” 695

Ref.: Swap Operation No. …………….. .…
US$ ……………
Debtor …………………….
Credit Facility granted by
…………………………………………

To
Central Bank of the Argentine Republic

We are addressing you with regard to the above Swap Operation in order to inform you that we have opted for the settlement thereof under Communication “A” 695 through the procedure regulated under item ………..(1. or 2.).

Since we have selected item 1, we hereby confirm and agree that we shall (in lieu of the Borrower’s liability under the Loan Agreement or as a collateral guarantee of the Borrower’s liabilities arising out of the Loan Agreement), accept the performance by Banco Central de la República Argentina pursuant to the terms of the Promissory Note annexed to Communication “A” 695 version “A” or “B”).

All payments as regards the Promissory Note will be for the credit of our account as follows:

Account Number …………………..… - Recipient Bank in the City of New York ………………………………………… - Reference number for fund transfer .. ………………………………………….

This agreement and the performance thereof will be effective upon receipt of the above Promissory Note by us.

Ref.: Pase Operation No. ……………
Deudor: ……………………………..
Credit line granted by ……..
………………………………………

Al
Central Bank of the Argentine Republic.

We are writing to you in relation to the aforementioned Pase Operation, in order to inform you that we have opted to settle it under the terms of Communication "A" 695, through the procedure regulated in point …..(1. or 2.).

Consequently, given that we have opted to adhere to point 1., we hereby confirm and agree that (instead of the Borrower's obligation under the loan agreement or as security for the borrower's obligations arising from the loan agreement, we will accept performance by the Central Bank of the Republic of Argentina in accordance with the terms of the promissory note attached to Communication "A" 695, version ("A" or "B").

All payments with respect to the promissory note shall be credited to our account as follows:

Account No.: ……………….. - Receiving bank of the funds in the City of New York …………… - Reference under which the funds are to be transferred ……………..

Este acuerdo y cumplimiento tendrá vigencia al recibo por nuestra parte del antedicho pagaré We agree that upon receipt of such instrument all Borrower’s liabilities under the Loan Agreement shall have been duly (cancelled and performed or guaranteed).

Furthermore, we acknowledge the authority of Banco Central de la República Argentina to request information on the Loan Agreement and we hereby accept cooperating with B.C.R.A. in such a task.

We accept payment of interest on the Provisory Notes (“A” option - LIBO Rate or “B” option, C.D. Rate).

We hereby authorize ……………… ………………………, to receive the Promissory Note on our behalf.

The preceding requirements will be conditioned to the receipt of the Promissory Note, duly executed, not later than 30 banking days after acceptance of documentation to be submitted by debtor.

Name and Signature of Creditor.

Upon receipt of such document, we agree that all obligations of the Borrower with respect to the loan contract shall have been duly (cancelled and fulfilled or guaranteed).

We also acknowledge the authority of the Central Bank of the Argentine Republic to request information regarding the loan contract and we accept to cooperate with the B.C.R.A. in such task.

We accept the payment of the interest on the promissory notes (option "A" - LIBO rate or option "B" C.D. rate).

By these presents we authorize ………………. to receive the promissory note on our behalf.

The foregoing specifications are conditional upon receipt of the duly formalized promissory note no later than 30 business days after the documentation that the debtor must submit has been accepted.

Name and signature of the creditor.

B.C.R.A. NORTE WITH LIBO RATE

U$S
Buenos Aires,

Banco Central de la República Argentina (“PAYOR”), unconditionally promises to pay to the order of … …………………. (“PAYEE”, which term as used herein shall include any holder wharf from time to time) the principal amount of …………….. ………………………………………………... United States Dollars in fifteen equal installments of United States dollars …….. ………………………………………..… U$S …………………………….. each on ……… ……………………………………………….. ………………………………………………. And ………………………….., together with interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full, payable on the last day of each Interest Period (as defined below) at an interest rate per annum equal at all times during each Interest Period to “1-3/8% per annum above, but on any overdue principal amount hereof 2-3/8% per annum above, the average (rounded upward, if necessary, to the nearest whole multiple of 1/16 of 1 percent per annum) of the rate per annum (the “Libo Rate”) at which deposits in United States dollars are offered by the principal office of each of THE BANK OF TOKYO LTD., CITIBANK N.A., CREDIT LYONNAIS, BAYERISCHE LANDESBANK GIROZENTRALE, BANCA NAZIONALE DEL LAVORO (the “Reference Banks”) in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) one Business Day (as defined below) before the first day of such Interest Period, for a period equal to such interest Period and in an amount substantially equal to the princi-

U$S.
Buenos Aires,

The Central Bank of the Argentine Republic undertakes, unconditionally, to pay to the order of ……………………….. …………………………………………………. ………………………………………………… ………………………………………………… ("BENEFICIARY", including said term, when used herein, any holder thereof existing at any time) the principal amount of U$S.…………………………………………… ………………………………………………… …………………………………………………. United States dollars, in fifteen equal installments of United States dollars ……… ………………………………………………… ………………………………………………… ……..U$S. …………………….each, on the days…………………………………………… …………………………………………………, and ………………………………………………. …………………………… together with interest on the unpaid principal amount of this note, outstanding at any time from the date hereof until such principal amount has been paid in full, payable on the last day of each Interest Period (as defined below), at an interest rate equal, at all times during each Interest Period to..3/8% per annum (but, in the case of any principal amount of this note in default, to 2 3/8% per annum) above the average (rounded up, if necessary, to the nearest whole multiple of 1/16 of 1 percent per annum of the annual rate (the "Libo Rate" according to the …….the principal office of THE BANK OF TOKYO LTD., CITIBANK N.A., CREDIT. pal amount hereof for be outstanding during such Interest Period; provided, however, the interest on overdue principal shall be payable from time to time on demand. The period between the date hereof and the date of payment in full of the principal amount hereof shall be divided into successive periods, each such period being on “Interest Period”. The initial Interest Period shall begin on the date hereof and each subsequent interest Period shall begin on the last day of the immediately preceding Interest Period. The duration of each Interest Period shall be six months. The term “Business Day” means a day of the year on which dealings are carried on in the London interbank market and banks are open for business in London and not required or authorized to close in New York City. The interest rate for each Interest Period shall be determined by PAYOR on the basis of applicable quotations for the LIBO Rate furnished to and received by PAYOR from the Reference Banks one Business Day prior to the first day of such Interest Period. No later than one Business Day before the first day of each Interest Period PAYOR shall advise PAYEE of the interest rates to be in effect for such Interest Period.

LYONNAIS BAYERISCHE LANDESBANK GIROZENTRALE, BANCA NAZIONALE DEL LAVORO (the “Reference Banks”) offer United States dollar deposits, in London, England, to first-class banks in the London Interbank Market, at 11:00 a.m. (London time) one Business Day (as defined below) prior to the first day of such Interest Period, for a period equal to such Interest Period and for an amount substantially equal to the principal amount hereof outstanding during such Interest Period, provided, however, that interest on overdue principal shall be paid, at any time, upon request. The period between the date hereof and the date of payment in full of the principal amount hereof shall be divided into successive periods, each such period being an “Interest Period”. The initial Interest Period shall begin on the date hereof and each subsequent Interest Period shall begin on the last day of the immediately preceding Interest Period. The duration of each Interest Period shall be six months. The term “Business Day” means a day of the year on which dealings are carried on in the London interbank market and banks are open for business in London and not required or authorized to close in New York City. The interest rate for each Interest Period shall be determined by PAYOR on the basis of applicable quotations for the LIBO Rate furnished to and received by PAYOR from the Reference Banks one Business Day prior to the first day of such Interest Period. No later than one Business Day before the first day of such Interest Period. PAYOR shall advise PAYEE of the interest rates to be in effect for such Interest Period.

(1) Prepayment. If either (i) it shall become unlawful for PAYEE to continue to fund or maintain this Note, upon demand by PAYEE, the PAYOR shall, or (ii) PAYEE shall demand payment of increased costs pursuant to Section (2) below, upon at least ten Business Days’ notice to PAYEE, the PAYOR may, prepay in full this Note, with accrued interest thereon and all other amounts payable by the PAYOR hereunder.

2) Increased Costs. (a) If due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) after the date of this Note, in or in the interpretation of any law or regulation or (ii) the compliance by PAYEE with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to PAYEE of funding or maintaining this Note, than the PAYOR shall from time to time, upon demand by the PAYEE promptly pay to PAYEE additional amounts sufficient to Indemnify PAYEE against such increased cost. A certificate as to the amount of such increased cost, submitted to the PAYOR by PAYEE, shall, in the absence of manifest error, be conclusive and binding.

(b) Upon the occurrence of any event giving rise to any illegality pursuant to 1 (i) or any increased cost pursuant to 2 (a), the PAYEE will, if requested by PAYOR and to the extent permitted by law or the relevant government authority for a period of 30 days, endeavor in good faith to avoid or minimize the illegality or increase of costs, resulting from such event, provi-

(1) Prepayments: If: (i) it becomes illegal for the PAYEE to continue financing or maintaining this Note, at the request of the PAYEE, the OBLIGOR shall pay, or (ii) the PAYEE requests payment of increased costs as set forth in Section (2) below, upon notice given at least ten Business Days in advance to the PAYEE, the OBLIGOR may pay, in advance, in full, this Note, together with accrued interest thereon and all other amounts payable by the OBLIGOR under the terms hereof.

2) Increased Costs: (a) If due to (i) the introduction of any modification (including, without limitation, any modification by imposition or increase of reserve requirements) in any law or regulation, or in the interpretation thereof, after the date of this Note or (ii) the compliance by the PAYEE with any guideline or requirement of any central bank or any other governmental authority whether or not having the force of law, there is an increase in the cost to the PAYEE of financing or maintaining this Note, then the OBLIGOR shall, at any time, at the request of the PAYEE pay to the PAYEE, immediately, the additional amounts sufficient to indemnify the PAYEE for such increased cost. A certificate with respect to the amount of such increased costs, presented to the OBLIGOR by the PAYEE, shall be definitive and binding, in the absence of manifest error.

(b) Upon the occurrence of any event giving rise to any illegality pursuant to 1 (i) or any increased cost pursuant to 2 (a), if requested by the OBLIGOR and to the extent permitted by law or Ded, however, that such avoidance or minimization can be made in a manner that PAYEE, in its sole determination, suffers no economic, legal or regulatory disadvantage. Any expenses incurred by PAYEE in so doing shall be promptly paid by PAYOR within 20 days after delivery to PAYOR of a certificate as to the amount of such expenses, which certificate shall be prima facie evidence of such expenses Nothing in this Section 2 (b) shall affect or postpone the obligations of PAYOR to prepay this Note as provided in Section 1 or to reimburse PAYEE for increased costs as provided in Section 2 (a) above.

the relevant government authority, for a period of 30 days, the PAYEE shall endeavor, in good faith, to avoid or minimize the illegality or increased costs resulting from such circumstance, taking into account, however, that such actions to avoid or minimize may be carried out in a manner such that the PAYEE, in its sole discretion, suffers no economic, legal or regulatory disadvantage. All expenses incurred by the PAYEE in carrying out such actions shall be promptly paid by the OBLIGOR, within 20 days following the date on which a certificate with respect to the amount of such expenses is delivered to the OBLIGOR, such certificate being prima facie evidence of the expenses set forth therein. Nothing provided in this Section 2(b) shall affect or postpone the obligations of the OBLIGOR to prepay this Note as set forth in Section 1 or to reimburse the PAYEE for increased costs, as set forth in Section 2(a) above.

(3) Substitute LIBOR. if any one or more of the Reference Banks shall not furnish a quotation of the applicable Libo Rate for any Interest Period on the date on which the interest rate therefor is to be determined, the interest rate for such Interest Period shall be based upon the quotations furnished to PAYOR by the other Reference Bancks; provided, however, that if on any date on which an interest rate is to be determined hereunder, less than two of the Reference Banks furnish such quotations to PAYOR, the rate of interest for the next Interest Period shall be the rate per annum which PAYOR determines to be 1 3/8% per annum above (a) the average (rounded upwards), if necessary, to the nearest whole multiple of 1/16 of 1 percent) of the rates at which prime New York City

(3) Substitute LIBO Rate. If one or more Reference Banks do not furnish a quotation of the applicable Libo Rate for any Interest Period, on the date on which the interest rate for such period is to be determined, the interest rate for such Interest Period shall be based on the quotations furnished to the OBLIGOR by the other Reference Banks, taking into account, however, that if, on any date on which an interest rate is to be determined under the terms hereof, fewer than two of the Reference Banks have furnished the corresponding quotations to the OBLIGOR, the interest rate for the next Interest Period shall be the annual rate that the OBLIGOR determines to be 1 3/8% per annum above (a) the average (rounded

Banks selected by PAYOR are offering deposits in United States Dollars on such date, for the next Interest Period, to the principal London offices of the Reference Banks or those of them (being at least two in number) to which such quotations are being made, or (b) in the event that there are no such quotations, the average (rounded upwards, if necessary, to the nearest whole multiple of 1/16 of 1 percent) of the rates at which prime New York City banks selected by PAYOR are offering deposits in United States dollars on such date for the next Interest Period to prime European banks, provided that if the banks selected as aforesaid by PAYOR are not quoting as mentioned in clauses (a) or (b), the rate of interest shall be the rate of interest in effect for the then current Interest Period.

plus, if necessary, up to the nearest whole multiple of 1/16 of 1 percent) of the rates at which prime banks in New York City, selected by the OBLIGOR, are offering deposits in United States dollars on such date, for the next Interest Period, to the principal London offices of the Reference Banks or to the offices of those (which must be at least two in number) to which such quotations are being offered, or (b) in the event that there are no such quotations, the average (rounded upwards, if necessary, to the nearest whole multiple of 1/16 of 1 percent) of the rates at which prime banks in New York City, selected by the OBLIGOR, are offering deposits in United States dollars, on such date, for the next Interest Period to prime European banks, provided that if the banks selected by the OBLIGOR, as set forth above, are not quoting as mentioned in clauses (a) or (b), the rate of interest shall be the rate of interest in effect for the then current Interest Period.

(4) Payments. (a) Each payment hereunder shall be made in lawful money of the United States of America, in same day funds, by transfer for credit to the account of the initial PAYEE with ………… ……………………………………………… ……………………………………………… ………………………………………………. (No. ………………….) in New York City or to such other account with any bank in New York City of any payee that such payee shall have designated in writing to PAYOR for such purpose at least thirty days prior to the date on which such payment is due hereunder. b) The

(4) Payments (a) All payments to be made under the terms hereof shall be made in lawful currency of the United States of America, in immediately available funds by transfer to credit the account of the initial BENEFICIARY at ……………………. ………………………………………………… ………………………………………………… ………………………………………………… ………………………………………………… ………… (No. ………………………………………….…..) in New York City, or to any other account at any bank of any beneficiary that has mentioned such PAYOR shall make all payments hereunder regardless of any defense (other than payment in full), counterclaim or set-off, including, without limitation, any defense, counterclaim or set-off against the PAYEE or against any prior transferor or assignor hereof. c) All computations of interest shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. d) Whenever any payment to be made hereunder shall be stated to be due, or whenever the last day of any Interest Period would otherwise occur, on a day other than Business Day, such payment shall be made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided however, that if such extension would cause such payment to be made, or the last day of such Interest Period to occur, in the next following calendar month, such payment shall be made, and the last day of such Interest Period shall occur, on the next preceding Business Day.

(5) Taxes. All payments to be made hereunder shall be made without deduction for or on account of, any present or future taxes, levies, imposts, deductions or withholdings, and all liabilities with respect thereto, now or hereafter imposed by, or within the territory of, the Republic of Argentina

beneficiary, by written notice sent to the OBLIGOR, for such purpose, at least thirty days prior to the date on which such payment must be made under the terms hereof. (b) The OBLIGOR shall make all payments under the terms hereof, without regard to any defense (other than payment in full), counterclaim or set-off, including, without limitation, any defense, counterclaim or set-off against the BENEFICIARY or against any prior endorser or assignor. (c) All calculations with respect to interest shall be made on the basis of a 360-day year, taking into account the number of days actually elapsed (including the first day but excluding the last day) during the period for which such interest is payable. (d) When the due date of any payment to be made under the terms hereof is stipulated, or when the last day of any Interest Period otherwise occurs, on a day that is not a Business Day, such payment shall be made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and, in such case, the extension of time shall be included in the calculation of the interest payment; (provided, however, that if such extension would cause the payment to be made, or the last day of such Interest Period to occur, in the next calendar month, such payment shall be made, and the last day of such Interest Period shall occur, on the immediately preceding Business Day).

(5) Taxes. All payments to be made under the terms hereof shall be made without deductions on account of any tax, levy, assessment, deduction or withholding, present or future, and all obligations with respect thereto, imposed hereby or hereafter by the Republic (“Argentina”) or any political subdivision thereof, or imposed by any federation or association of or with which Argentina may be a member or associated, or by any jurisdiction from which payments hereunder are made by the PAYOR (together, the “Other Applicable Jurisdictions”), or any political subdivision thereof (hereinafter referred to as “Taxes”). If the PAYOR shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums pay-able under this paragraph) the PAYEE receives an amount equal to the sum it would have received had no such deductions been made, (ii) the PAYOR shall make such deductions, and (iii) the PAYOR shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with the applicable law. In addition, the PAYOR agrees to pay promptly when due any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by Argentina or any Other Applicable Jurisdiction or any political subdivision thereof or taxation authority therein, which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Note (hereinafter referred to as “Other Taxes”). The PAYOR will indemnify the PAYEE for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this paragraph) paid by the PAYEE and any liabilities (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This

Argentina (“Argentina”) or within the territory thereof, or by any political subdivision thereof, or imposed by any federation or association of Argentina or in which Argentina is a member or associated, or by any jurisdiction from which the OBLIGOR makes payments under the terms hereof (collectively, the “Other Applicable Jurisdictions”), or any political subdivision thereof (hereinafter referred to as “Taxes”). If the OBLIGOR is required by law to deduct any Tax from or in respect of any sum payable under the terms hereof, (i) the amount payable shall be increased to the extent necessary so that, after making all required deductions (including deductions applicable to additional amounts payable under the terms of this paragraph), the beneficiary receives an amount equal to the sum it would have received had no such deductions been made, (ii) the OBLIGOR shall make such deductions, and (iii) the OBLIGOR shall pay the full amount deducted to the relevant taxation authority or any other authority, in accordance with the applicable law. In addition, the OBLIGOR agrees to pay promptly, when due, any present or future stamp or documentary tax or any other excise or property tax, or any other similar charge or levy, imposed by Argentina or by any other Applicable Jurisdiction or by any political subdivision thereof or by any taxation authority therein, arising as a consequence of any payment made under the terms hereof or of the execution, delivery or registration hereof or in relation thereto (hereinafter referred to as “Other Taxes”), the OBLIGOR shall indemnify the BENEFICIARY for the full amount of Taxes or Other Taxes (including, without limitation, any Tax or Other Tax imposed on amounts payable under the terms of this paragraph); payable by the BENEFICIARY and any liability (including penalties, interest and expenses) arising as a consequence thereof or with respect thereto, without regard to whether such Taxes or Other Taxes have been correctly or legally determined. This indemnification shall be made within twenty days following the date on which the BENEFICIARY makes a written request in that regard. Within 30 days following the date of any payment of Taxes, the OBLIGOR shall provide the BENEFICIARY with the original or a certified copy of a receipt evidencing the corresponding payment. Without prejudice to the continuation in force of any other agreement of the OBLIGOR under the terms hereof, the agreements and obligations of the OBLIGOR included in this Section shall continue in force after the total payment of principal and interest under the terms hereof.

(6) Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing: (a) The PAYOR or Argentina shall fail to pay when due any installment of principal of, interest on, or any other amount due under either (i) this Note or (ii) any other promissory note or bond issued pursuant to Communications Number “A” 251, “A” 272, and “A” 278 and (to be completed with the numbers of Communications of Banco Central to be issued, implementing 1984/85 Financing Plan) Decrees Numbers 1.334/82, 1.336/82, and 1.603/82 of the National Executive Power of Argentina, and Law 22.910

(6) Events of Default: If any of the following events (“Events of Default”) shall occur and be continuing: (a) If the OBLIGOR or Argentina fails to pay, at its maturity, any installment of principal, interest, or any other amount owed under the terms of (i) this Note or (ii) any other promissory note or bond issued in accordance with the provisions of Communications “A” 251, “A” 272, and “A” 278 and (to be completed with the numbers of the Banco Central communications to be issued in implementation of the 1984/85 Refinancing Plan) Decrees Nos. 1.334/82, 1.336/82, and 1.603/82 of the indemnification shall be made within 20 days from the date the PAYER makes written demand therefor. Within 30 days after the date of any payment of Taxes the PAYOR shall furnish to the PAYER or will furnish to the PAYER the original or a certified copy of a receipt evidencing payment thereof. Without prejudice to the survival of any other agreement of the PAYOR hereunder, the agreements and obligations of the PAYOR contained in this Section shall survive the payment in full of principal and interest hereunder. Of Argentina, or pursuant to any other communication, decree, law or regulation relating to the refinancing of Argentine private sector indebtedness, or (b) the PAYOR or Argentina shall, after April 15, 1986, generally not pay its External Financial Indebtedness (as defined below) as such External Financial Indebtedness becomes due, or shall admit in writing its inability to pay its External Financial Indebtedness, generally, or shall declare that Its External Financial Indebtedness shall not be generally paid when due, or (c) Note shall for any reason cease to be binding and enforceable against the PAYOR in accordance with its terms or PAYOR or Argentina shall in any way contest the validity of or the authorization for the issuance of this Note, or any decree, order, consent, permit, license, approval or authorization of, or any registration or declaration with, any governmental agency or any other act, necessary to enable PAYOR to comply with their respective obligations under this Note, is revoked, rescinded, withdrawn, withheld or otherwise ceases to be in full force and effect, or is not duly, performed, as the case may be, then and in any such event, the PAYEE may, by notice in writing to the PAYOR, declare the principal of and all interest accrued on this Note immediately due and payable,

National Executive Power of Argentina and Law 22.910 of Argentina, or pursuant to any other communication, decree, law or regulation, with respect to the refinancing of Argentine private sector debt, or (b) If, after April 15, 1986, the OBLIGOR or Argentina fails, generally, to pay its External Financial Indebtedness (as defined below) at the time such External Financial Indebtedness becomes due, or if they admit in writing their inability to pay their External Financial Indebtedness, generally, or if they declare that their External Financial Indebtedness will not be paid, generally, at the time of its maturity, or (c) If, for any reason, this Note ceases to be binding on the OBLIGOR and enforceable against it, in accordance with its terms, or if the OBLIGOR or Argentina contests in any way the validity of this Note, or the authorization to issue it, or if any decree, order, consent, permit, license, approval or authorization of any governmental agency, or any registration or declaration before them, or any other act, necessary to enable the OBLIGOR to comply with its respective obligations under the terms of this Note, is revoked, rescinded, withdrawn, withheld or otherwise ceases to be in full force and effect, or if it is not duly performed, as applicable, then, and in any such case, the BENEFICIARY may, by written notice sent to the OBLIGOR, declare immediately due and payable the principal of this Note and all interest accrued thereon and, then, the same shall be deemed immediately due and payable, without any diligence, presentment, demand, notice, notice of dishonor or any-whereupon they shall forthwith be come due and payable without diligence, presentment, demand, protest, notice, notice of dishonor, or other notice of any kind, all of which are hereby expressly waived by the PAYOR. For purposes of this provision, “External Financial Indebtedness” of any person means any Financial Indebtedness of such person which is payable in a currency other than the currency of Argentina or, at the option of such person or of the payee thereof, may be payable in a currency other than the currency of Argentina, and “Financial Indebtedness” means, for any person, (i) all indebtedness of such person for or in connection with borrowed money, or for the deferred purchase price of property or services if and to the extent such purchase price is evidenced by an instrument that is held by a bank or other financial institution without recourse to the seller of such property or services, (including, but not limited to, reimbursement obligations under or in respect of any letter of credit or bank acceptance and the obligation to repay deposits with or advances to such person), (ii) all obligations of such person (other than those specified in clause (i) above evidenced by bonds, debentures, notes or other similar instruments issued in connection with the restructuring of the external debt of the Argentine private sector, and (iii) all direct and indirect
guaranties of such person in respect of, and all obligations (contingent or otherwise) of such person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, any indebtedness of any other person specified in clause (i) or (ii) above.

any other type of notification, to all of which the OBLIGOR expressly waives by this instrument. For the purposes of this provision, the “External Financial Indebtedness” of any person shall mean any Financial Indebtedness of such person, which is payable in a currency other than the currency of Argentina or which, at the option of such person or of the beneficiary thereof, could be payable in a currency other than the currency of Argentina. and “Financial Indebtedness” shall mean, for any person, (i) all debts of such person for money borrowed, or in connection therewith, or for the deferred purchase price of goods or services, to the extent that such purchase price is evidenced by an instrument that will be held by a bank or other financial institution, without recourse against the seller of such good or service, (including, without limitation, reimbursement obligations under the terms of any letter of credit or bank acceptance, or in relation thereto, and the obligation to repay deposits or advances to such person). (ii) all obligations of such person (except those specified in clause (i) above evidenced by bonds, debentures, notes or any other similar instrument, issued in connection with the restructuring of the external debt of the Argentine private sector, and (iii), all direct and indirect guaranties of such person with respect to any indebtedness of any other person above, and all obligations (whether contingent or of any other type) of such person to purchase or otherwise acquire, or to otherwise assure a creditor against any loss with respect to any indebtedness of any other person specified in clauses (i) or (ii) above.

(7) Costs and expenses. (a) The PAYOR further agrees to pay on demand all losses, costs and expenses, if any, (including reasonable counsel fees and expenses), in connection with the enforcement of this Note and any other instruments and documents delivered in connection herewith, including, without limitation, losses, costs and expenses sustained as a result of a default by the PAYOR in the performance of its obligations contained in this Note or any other instrument or document delivered in connection herewith, (b) If, due to payments made by the PAYOR pursuant to Section 1 or due to acceleration of the maturity of this Note pursuant to Section 6 or due to any other reason, the PAYEE receives payments of principal of this Note other than on the last day of an Interest Period, the PAYOR shall pay to the PAYEE on demand any amounts required to compensate the PAYEE for any additional losses, costs or expenses, which it may incur as a result of such payment.

(8) Assignments. The terms of this Note shall inure to the benefit of and be enforceable by PAYEE, its successors and assigns, provided, however, that no transfer or assignment of this Note shall be made by PAYEE (a) to any person other than to a foreign financial institution (“foreign financial institution” shall mean any financial institution institution” shall mean any financial institution incorporated or maintains its principal place of business outside the territory of Argentina and notwithstanding the presence of any branch, agency, representative office or any subsidiary within the territory of

(7) Costs and expenses. (a) The OBLIGOR further agrees to pay, upon demand, all losses, costs and expenses, if any (including reasonable advisor expenses and fees), in connection with the enforcement of this Promissory Note and any other instrument and document delivered in connection herewith, including, without limitation, losses, costs and expenses incurred as a result of a breach by the OBLIGOR of any of its obligations contained in this Promissory Note or in any other instrument or document delivered in connection herewith. (b) If, due to payments made by the OBLIGOR as set forth in Section 1 or due to the acceleration of the maturity of this Promissory Note as set forth in Section 6 or due to any other reason, the BENEFICIARY receives payments of the principal of this promissory note on a date that is not the last day of an Interest Period, the OBLIGOR shall pay to the BENEFICIARY, upon its demand, all amounts required to compensate the BENEFICIARY for any additional loss, cost or expense that it may incur as a consequence of such payment.

(8) Assignments: The terms of this Promissory Note shall inure to the benefit of the BENEFICIARY, its successors and assigns, and shall be enforceable by any of them, taking into account, however, that the BENEFICIARY shall not transfer or assign this Promissory Note (a) to any person other than a foreign financial institution (“foreign financial institution” shall mean any financial institution (including any affiliate thereof) that is incorporated in or maintains its principal place of business outside the territory of Argentina and without considering the existence of any branch, Agen- Argentina); (b) without giving to PAYOR notice in writing or by telex of the effective date of the assignment and of the name and address of the assignee; and (c) except in connection with an assignment of the underlying obligation in respect of which this Promissory Note was issued when issued in guarantee of the underlying obligation, and provided further that any transfer in contravention of the foregoing shall be void and of no effect as against PAYOR and neither PAYOR nor any agent or instrumentality thereof shall be required to recognize or accept the same. The PAYOR shall pay and shall be fully protected in paying the initial PAYEE or, if this Note has been transferred or assigned, the most recent assignee or transferee thereof with respect to whom PAYOR has received notice of such assignment or transfer at least 30 days prior to any payment hereunder.

(9) Consent to jurisdiction, Waiver of Immunities. The PAYOR hereby Irrevocably (I) agrees that any suit, action or proceeding arising out for or relating to this Note may be instituted in any New York State or Federal Court sitting in New York City and in any competent Argentine Court, (ii) waives any objection which they may now or hereinafter have to the laying of the venue of any such suit, action or proceeding and (iii) submits to the jurisdiction et any such court in any such suit, action or proceeding. The PAYOR hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of much action or proceeding. The PAYOR hereby irrevocably appoints Banco de la Nación Argentina (the Process Agent”).

cia, representation or subsidiary within the territory of Argentina); (b) without prior notice to the OBLIGOR of the effective date of an assignment, in writing or by telex, and of the name and address of the assignee; and (c) except in connection with an assignment of the underlying obligation with respect to which this Promissory Note was issued when issued in guarantee of the underlying obligation; and taking into account, furthermore, that any transfer in contravention of the foregoing shall be void and of no effect against the OBLIGOR and neither the OBLIGOR nor any agent or instrumentality thereof shall be required to recognize or accept such transfer. The OBLIGOR shall pay and shall be fully protected in paying the original BENEFICIARY, or if this Promissory Note has been transferred or lost, the most recent endorsee or assignee thereof with respect to whom the OBLIGOR has received notice of such assignment or transfer at least 30 days prior to any payment hereunder.

(9) Consent to Jurisdiction, Waiver of Immunities. The OBLIGOR hereby irrevocably (i) agrees that any suit, action or proceeding arising as a consequence of this Promissory Note, or relating thereto, may be instituted in any Court of the State of New York, or in any Federal Court sitting in New York City and in any competent Argentine Court, (ii) waives any objection that it may now or in the future have with respect to the establishment of jurisdiction for any of such suits, actions or proceedings and (iii) submits to the jurisdiction of any of such courts in any of such suits, actions or proceedings. The OBLIGOR hereby waives, irrevocably, with an office on the date hereof at 299 Park Avenue, New York, New York 10017, United States of America, as its agent to receive on behalf of the PAYOR and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to the PAYOR in care of the Process Agent at the Process Agent’s above address, and the PAYOR hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. The PAYOR agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law. The PAYOR also irrevocably appoints Banco de la Provincia de Buenos Aires (the “Alternate Process Agent”), with an office on the date hereof at 650 Fifth Avenue, 30 th. Floor, New York, New York 10019, United States of America, as its alternate agent to receive on behalf of the PAYOR and its property service of any process which may be served in any action or proceeding in any New York State or Federal Court as referred to in this Section if (i) at any time and for any reason it appears, in the good faith judgement of the PAYEE, that service of such process upon the Process Agent in accordance with the provisions of this Section may be ineffective or may not be feasible and (ii) upon or before the servicing of any process on the Alternate Process Agent under thís Section, the PAYEE notifies the Alternate Process Agent and the PAYOR that service of such process is to be made on the Alternate Process Agent in accordance with this provision. Such service on the Alternate Process Agent shall be made by delivering a copy of such process to the PAYOR in care of the Alter-

cable, to the maximum extent it may effectively do so, to the defense that a forum is incompetent to consider such action or proceeding. The OBLIGOR hereby irrevocably appoints Banco de la Nación Argentina (the “Process Agent”), with offices, on the date hereof, located at 299 Park Avenue, New York, New York 10017, United States of America, as its agent to receive, on behalf of the OBLIGOR and its property, copies of legal summonses and complaints and any other process that may be served in any of such actions or proceedings. Such service may be made by sending a copy of such process to the OBLIGOR, in care of the Process Agent, at the Process Agent’s address mentioned above, and the OBLIGOR hereby irrevocably authorizes and instructs the Process Agent to accept such service on its behalf. The OBLIGOR agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction, by execution of judgement or in any other manner provided by law. The OBLIGOR also irrevocably appoints Banco de la Provincia de Buenos Aires (the “Alternate Process Agent”), with offices, on the date hereof, located at 650 Fifth Avenue, 30th Floor, New York, New York, 10019, United States of America, as its alternate agent to receive, on behalf of the OBLIGOR and its property, service of any process that may be served in any action or proceeding in any New York State or Federal Court, as set forth in this Section if (i) at any time and for any reason, it appears, in the good faith judgement of the BENEFICIARY, that service of such nate Process Agent at the Alternate Process Agent’s above address and the PAYOR hereby irrevocably authorizes and directs the Alternate Process Agent to accept such service on its behalf. Nothing in this paragraph shall affect the right of the PAYEE to serve legal process in any other manner permitted by law or affect the right of the PAYEE to bring any action or proceeding against the PAYOR or its property in the courts of any other jurisdictions under the laws of which initial PAYEE (initial PAYEE meaning to this effect the person or entity to whose order this note has been issued or the initial assignee if this note has been issued to the name of a person or entity organized under the laws of or domiciled in the Republic of Argentina) is organized or wherein initial PAYEE’s Lending Office is located and, in connection therewith, to serve legal process in any other manner permitted by law. The foregoing shall not be interpreted as a submission by PAYOR to the jurisdiction of any court other than the courts of New York, London, Tokyo or Frankfurt. Furthermore the waiver made by the PAYOR as to the defense of an inconvenient forum to the maintenance of any action or proceeding mentioned above in this Section (9) shall not be applicable to any action or proceeding instituted in such other jurisdiction, where PAYOR shall be entitled to invoke all available defenses. The PAYOR agrees that it is
subject to civil and commercial law with respect to its obligations hereunder and the execution, delivery and performance by the PAYOR of this Note constitute private and commercial acts rather than public or governmental acts. To the extent that the PAYOR has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court or from set-off or any legal process (whether through service or

service to the Process Agent, in accordance with the provisions of this Section, could be ineffective or impracticable and (ii) upon serving any process on the Alternate Process Agent under the terms of this Section, or prior to such service, the BENEFICIARY notifies the Alternate Process Agent and the OBLIGOR that service of such process will be made on the Alternate Process Agent in accordance with the provisions hereof. Such service on the Alternate Process Agent shall be made by sending a copy of such process to the OBLIGOR, in care of the Alternate Process Agent, at the address of the Alternate Process Agent mentioned above and the OBLIGOR hereby irrevocably authorizes and instructs the Alternate Process Agent to accept such service on its behalf. Nothing mentioned in this paragraph shall affect the right of the BENEFICIARY to serve legal process in any other manner authorized by law nor shall it affect the right of the BENEFICIARY to bring any action or proceeding against the OBLIGOR or its property before the courts of any other jurisdiction under whose laws the initial BENEFICIARY is organized (initial BENEFICIARY means for these purposes the natural person or legal entity in whose name the NOTE has been issued or the initial assignee if this NOTE had been issued to the order of a natural person or legal entity organized under the laws of or domiciled in the Argentine Republic) or where the Lending Office of the initial BENEFICIARY is located and, with respect thereto, to serve legal process in any other manner authorized by Law. The foregoing shall not be construed as submission to jurisdiction by the OBLIGOR in favor of any Court other than the courts of New York, London, notice, attachment prior or judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property (other than property of the public domain located in Argentina, such as that described in Articles 2337 and 2340 of the Civil Code of Argentina on the date of this Note), the PAYOR hereby irrevocably waives such immunity in respect of its obligations under this Note.

Tokyo or Frankfurt. Likewise, the waiver made by the OBLIGOR to oppose the defense of lack of jurisdiction to the prosecution of any action or proceeding mentioned above in this Section (9) shall also not apply to any action or proceeding initiated in such other jurisdictions, before which it retains the right to oppose all defenses that may correspond to it. The OBLIGOR agrees that it is subject to civil and commercial law, with respect to its obligations under the terms hereof, and that the execution, delivery and performance, by the OBLIGOR, of this Note constitute private and commercial acts and not governmental or public acts. To the extent that the OBLIGOR has, or may acquire in the future, any immunity (whether in relation to sovereignty or otherwise) with respect to the jurisdiction of any court or to set-off or to any other legal proceeding (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property (except for property of the public domain located in the Argentine Republic, such as those described in Articles 2337 and 2340 of the Civil Code of the Argentine Republic, as of the date of this Note), the OBLIGOR hereby irrevocably waives such immunity with respect to its obligations under the terms of this Note.

(10) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

(10) Governing Law. This Note shall be governed by the laws of the State of New York, United States of America, and shall be construed in accordance with said laws.

IN WITNESS WHEREOF, PAYOR has exe-

IN WITNESS WHEREOF, the

cuted this Note on the date written above.

OBLIGOR has executed this Note on the date mentioned at the beginning.

CENTRAL BANK OF THE
ARGENTINE REPUBLIC

BY:
BY:

..........................................
..........................................
...................................
Head of the Department of
Manager of
General Manager
Securities Market
Public Finance
Chief
Manager
General Manager
Securities Market Department
Public Finance Department

BCRA NOTE WITS OD RATE

U$S.
Buenos Aires,

Banco Central de la República Argentina (“PAYOR”), unconditionally promises to pay to the order of ………… …………………………………………….. . (“PAYEE”, which term as used herein shall include any holder hereof from time to time) the principal amount of U.S.$ ……………………………………… ……………………….United States dollars in fifteen equal installments of limited States dollars …………………… …………………………………………… ………………………………U.S.$ ……… …………………each on ………………… …………………………………………….. ………………………………………and .. …………………………., together with interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full, payable on the last day of each Interest Period (as defined below) at an interest rate per annum equal at all times during each Interest Period to 1-3/8% per annum above, but on any overdue principal amount hereof 2-3/8% per annum above, the Adjusted CD Rate (as defined below), provided, however, that interest on overdue principal shall be payable from time to time on demand. “Adjusted CD Rate” means a rate determined pursuant to the following formula:

U.S. Dollar CD Rate
Adjusted =
1,00-Reserve Percentage

Assessment Rate
where

U$S.
Buenos Aires,

The Central Bank of the Argentine Republic, (“OBLIGOR”), unconditionally undertakes to pay to the order of ……………………………………… ………………………………………………… . ………………………………………………… ………………………………………………… ..(“BENEFICIARY”, this term, when used herein, shall include any holder hereof, existing at any time) the principal amount of US$…………………………………………… ………………………………………………… ………………………………. United States dollars, in fifteen equal installments of United States dollars ……………….. ………………………………………………… ………………………………………………… ………………………………………………… .US$ ……...……………… each, on ………………………………………………… ………………………………………………… …………………….and…………………………. …………………together with interest on the unpaid principal amount hereof, outstanding at any time, from the date hereof until such principal amount has been paid in full, payable on the last day of each Interest Period (as defined below) at an annual Interest rate equal at all times during each Interest Period to 1 3/8% per annum above the Adjusted Certificate of Deposit Rate but on any principal amount hereof in default at 2 3/8% per annum above said Rate (as defined below), provided, however, that interest on principal in default shall be payable from time to time upon demand “Adjusted Certificate of Deposit Rate”

(a) “U.S. Dollar CD Rate” means the rate per annum determined by the PAYOR to be the average (rounded upward to the nearest whole multiple of 1/100 of 1 % per annum, if such average is not such a multiple) of the rates determined by the principal U.S. offices of each of CITIBANK N.A. or MORGAN GUARANTY TRUST, (the “Reference Banks”) to be the prevailing bid rates per annum, at 10:00 a.m. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period, of two or more New York certificate of deposit dealers of recognized standing selected by such Reference Bank for the purchase at face value of certificates of deposit of such Reference Bank in the amount of u.s. $ 5,000,000 and maturing on the 90th calendar day from such date of determination (or if such 90th calendar day is not a New York banking day, on the next succeeding New York banking day).

(b) “Reserve Percentage” means the percentage (expressed as a decimal) which is specified on such date of determination by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for a member bank of the Federal Reserve System in New York

means a rate determined in accordance with the following formula:

Rate of Rate of Cert. of
Cert. of - dep. in U.S. est. + Rate of Deposit
1.00 - Contrib. Percentage Adjusted
of reserve

where:

(a) “U.S. Dollar Certificate of Deposit Rate” means the annual rate determined by the OBLIGADO as the average (rounded upward to the nearest whole multiple of 1/100 of 1 % per annum, if such average is not such a multiple) of the rates determined by the principal U.S. offices of each of CITIBANK N.A. or MORGAN GUARANTY TRUST (the “Reference Banks”) to be the prevailing bid rates per annum, at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period, of two or more New York certificate of deposit dealers of recognized standing, selected by such Reference Bank for the purchase at face value of certificates of deposit of such Reference Bank in an amount of U$S 5,000,000 and maturing on the ninetieth calendar day from such date of determination (or if such ninetieth calendar day is not a New York banking day, the next succeeding New York banking day).

(b) Reserve Percentage: means the percentage (expressed as a decimal) which is specified on such date of determination by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement, for a member bank of the Federal Reserve System in the City of New York with deposits exceeding five billion dollars with respect to liabilities consisting of or including (among other liabilities) Dollar non personal time deposits in the United States and with a maturity equal to 90 calendar days from such date of determination.

the Federal Reserve in the City of New York with deposits exceeding U$S 5,000 million with respect to liabilities consisting of, or including (among other liabilities) non-personal Dollar time deposits in the United States and with a maturity equal to ninety calendar days from such date of determination.

(c) "Assessment Rate” means the rate per annum determined by the PAYOR to be the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the annual assessment rates estimated by each of the Reference Banks on such date of determination for determining the then current annual assessment payable by such Reference Bank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits of such Reference Bank in the United States.

(c) Contribution Rate: means the annual rate determined by the OBLIGOR as the average (rounded up to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the annual contribution rates calculated by each of the Reference Banks on such determination date to determine the current annual contribution at such time payable by such Reference Bank to the Federal Deposit Insurance Corporation (or any successor) to insure the dollar deposits of such Reference Bank in the United States.

The period between the date hereof and the date of payment in full of the principal amount hereof shall be divided into successive periods, each such period being an “Interest Period”. The initial Interest. Period shall begin on the date hereof and each subsequent Interest Period shall begin on the last day of the immediately preceding Interest Period. The duration of each Interest Period shall be there months. The term “Business Day” means a day of the year on which banks are open for business and not required o authorized to close in New York City, On. the first day of each Interest Period PAYOR shall advise PAYEE of the interest rate to be in effect for such Interest Period.

The period between the date hereof and the date of payment in full of the principal amount hereof shall be divided into successive periods, each such period being an “Interest Period”. The initial Interest Period shall begin on the date hereof and each subsequent Interest Period shall begin on the last day of the preceding Interest Period. The duration of each Interest Period shall be three months. The term “business day” means a day of the year on which banks are open for business and are not required or authorized to close in New York City. On the first day of each Interest Period, the OBLIGOR shall notify the BENEFICIARY of the interest rate that shall govern in such Interest Period.

(1) Prepayment. If either (i) it shall become unlawful for PAYEE to continue to fund or maintain this Note, upon demand by PAYEE, the PAYOR shall, or (ii) PAYEE shall demand payment of increased costs pursuant to Section (2) below, upon at least ten business days’ notice to PAYEE, the PAYOR may, prepay in full this Note, with accrued interest thereon and all other amounts payable by the PAYOR hereunder

(2) Increased Costs. (a) If due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) after the date of this Note, in or in the interpretation of any law or regulation or (ii) the compliance by PAYEE with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to PAYER of funding or maintaining this Note, then the PAYOR shall from time to time, upon demand by the PAYEE, promptly pay to PAYEE additional amounts sufficient to indemnify PAYEE against such increased cost. A certificate as to the amount of such increased cost, submitted to the PAYOR by PAYEE, shall, in the absence of manifest error, be conclusive and binding.

(b) Upon the occurrence of any event giving rise to any illegality pursuant to 1 (i) or any increased

(1) Prepayments. If (i) it becomes unlawful for the BENEFICIARY to continue funding or maintaining this Note, upon request of the BENEFICIARY, the OBLIGOR shall, or (ii) the BENEFICIARY requests payment of increased costs pursuant to Section (2) below, upon notice given at least ten Business Days in advance to the BENEFICIARY, the OBLIGOR may prepay, in full, this Note, together with accrued interest thereon and all other amounts payable by the OBLIGOR under the terms hereof.

(2) Increased Costs: (a) If due to (i) the introduction of any law or regulation or any amendment (including, without limitation, any amendment by way of imposition or increase of reserve requirements) after the date of this note in any law or regulation, or in the interpretation thereof, after the date of this Note or (ii) the compliance by the BENEFICIARY with any guideline or request of any central bank or any other governmental authority (whether or not having the force of law), there is an increase in the cost to the BENEFICIARY of funding or maintaining this Note, then the OBLIGOR shall, at any time, upon request of the BENEFICIARY, pay to the BENEFICIARY, immediately, the additional amounts sufficient to indemnify the BENEFICIARY for such increased costs. A certificate as to the amount of such increased costs, submitted to the OBLIGOR by the BENEFICIARY, shall be conclusive and binding, in the absence of manifest error.

(b) Upon the occurrence of any event giving rise to any illegality pursuant to 1 (i) or any

B.C.R.A. B.C.R.A. PROMISSORY NOTE WITH RATE OF CERTIFICATE OF DEPOSIT
Annex III “B” to
Com. “A” 695

cost pursuant to 2 (a), the PAYER will, if requested by PAYOR and to the extent permitted by law or the relevant government authority for a period of 30 days, endeavor in good faith to avoid or minimize the illegality or increase of costs, resulting from such event; provided, however, that such avoidance or minimization can be made in a manner that PAYEE, in its sole determination, suffers no economic, legal or regulatory disadvantage. Any expenses incurred by PAYEE in so doing shall be promptly paid by PAYOR within 20 days after delivery to PAYOR of a certificate as to the amount of such expenses, which certificate shall be prima facie evidence of such expenses. Nothing in this Section 2 (b) shall effect or postpone the obligations of PAYOR to prepay this Note as provided in Section 1 or to reimburse PAYEE for increased costs as provided in Section 2 (a) above.

any increased costs as provided in 2 (a), if so requested by the OBLIGOR and to the extent permitted by law or the relevant governmental authority, for a period of 30 days, the BENEFICIARY shall endeavor, in good faith, to avoid or minimize the illegality or increased costs resulting from such circumstance, taking into account, however, that such actions to avoid or minimize may be carried out in such a manner that the BENEFICIARY, in its sole discretion, does not suffer any economic, legal or regulatory disadvantage. All expenses incurred by the BENEFICIARY to carry out such actions shall be paid immediately by the OBLIGOR, within 20 days following the date on which a certificate regarding the amount of such expenses is delivered to the OBLIGOR, such certificate being prima facie evidence of the expenses set forth therein. Nothing in this Section 2 (b) shall affect or postpone the obligations of the OBLIGOR to prepay this Note as provided in Section 1 or to reimburse the BENEFICIARY for increased costs, as provided in the preceding Section 2 (a).

(3) Payments. (a) Each payment hereunder shall be made in lawful money of the United States of America, in same day funds, by transfer for credit to the account of the initial PAYER with ……………………………… …………………………………………….. (No. ………………..) in New York City or to such other account with any bank in New York City of any payee that such payee shall have designated in writing to Payor for such purpose at least thirty days prior to the date on which such payment is due hereunder, b) The PAYOR shall make all payments hereunder regardless of any defense

(3) Payments. (a) All payments to be made under the terms hereof shall be made in the lawful currency of the United States of America, in immediately available funds by transfer for credit to the account of the initial BENEFICIARY at ……… ………………………………………………………… …………………………………………. (No. ……………………..) in New York City, or to any other account at any bank in New York City of any BENEFICIARY that such BENEFICIARY has designated, by written notice sent to the Obligor, for (other than payment in full, counterclaim or set-off, including, without limitation, any defense, counterclaim or set-off against the PAYEE or against any prior transferor or assignor hereof. c) All computations of interest shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable, d) Whenever any payment to be made hereunder shall be stated to be due, or whenever any payment to be made hereunder shall be stated to be due, or whenever the last day of any Interest Period would otherwise occur, on a day other than a Business Day, such payment shall be made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest.

(4) Taxes All payments to be made hereunder shall be made without deduction for or on account of, any present or future taxes, levies, imposts, deductions or withholdings, and all liabilities with respect thereto, now or hereafter imposed by, or within the territory of, the Republic of Argentina (“Argentina”) or any political subdivision thereof, or imposed by any federation or association of or with which Argentina may be a member or associated, or by any jurisdiction from which payments hereunder are made by the PAYOR (together, the “Other Applicable Jurisdictions”), or any political subdivision thereof (hereinafter referred to as “Taxes”). If the PAYOR shall be required by law to de-

prior to the date on which such payment must be made under the terms hereof. (b) The OBLIGOR shall make all payments under the terms hereof, without considering any defense (except for the date of payment in full), counterclaim or set-off, including, without limitation, any defense, counterclaim or set-off against the BENEFICIARY or against any prior endorser or assignor (c) All calculations with respect to interest shall be made on the basis of a year of 360 days, considering the number of days actually elapsed (including the first day but excluding the last day) during the period for which such interest is payable. (d) Whenever it is stated that any payment to be made under the terms hereof shall become due, or whenever the last day of any Interest Period would otherwise occur, on a day that is not a Business Day, such payment shall be made and the last day of such Interest Period shall occur on the next succeeding Business Day and such extension of time shall in such case be included in calculating the payment of interest.

(4) Taxes: All payments to be made under the terms hereof shall be made without deductions on account of any tax, levy, assessment, deduction or withholding, present or future, and all obligations with respect thereto, imposed hereby or hereafter by the PAYOR, or within the territory of the Argentine Republic (“Argentina”), or by any political subdivision thereof, or imposed by any federation or association of the Argentine Republic or of which the Argentine Republic is a member or with which it is associated, or by any jurisdiction from which the PAYOR makes payments under the terms hereof (collectively, the “Other Applicable Jurisdictions”), or any political subdivision thereof (hereinafter referred to as “Taxes”). If the PAYOR is requested in accordance with law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) the PAYEE receives an amount equal to the sum it would have received had no such deductions been made. (ii) the PAYOR shall make such deductions, and (iii) the PAYOR shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with the applicable law. In addition, the PAYOR agrees to pay promptly when due any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by Argentina or any other Applicable Jurisdiction or any political subdivision thereof or taxation authority therein, which arise from any payment made hereunder or from the execution delivery or registration of, or otherwise with respect to, this Note (hereinafter referred to as “Other Taxes”). The PAYOR will indemnify the PAYEE for the full amount of Taxes or Other Taxes (including without limitation, any Taxes or other Taxes imposed on amounts payable under this paragraph) paid by the PAYEE and any liabilities including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date the PAYEE makes written demand therefor. Within 30 days after the date of any payment of taxes the PAYOR will furnish to the PAYEE the original or a certified copy of a receipt evidencing payment thereof. Without prejudice to the survival of any other agreement of the PAYOR hereunder, the agreements and obligations of the PAYOR contained in

cables”), or any political subdivision thereof (hereinafter referred to as “Taxes”). If the PAYOR is requested in accordance with law to deduct any Taxes from or in respect of any sum payable hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) the PAYEE receives an amount equal to the sum it would have received had no such deductions been made, (ii) the PAYOR shall make such deductions, and (iii) the PAYOR shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with the applicable law. In addition, the PAYOR agrees to pay promptly when due any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies imposed by Argentina or any other Applicable Jurisdiction or any political subdivision thereof or taxation authority therein, which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Note (hereinafter referred to as “Other Taxes”), the PAYOR will indemnify the PAYEE for the full amount of Taxes or Other Taxes (including without limitation, any Taxes or other Taxes imposed on amounts payable under this paragraph) paid by the PAYEE and any liabilities (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes or Other Taxes were correctly or legally asserted. this Section shall survive the payment in full of principal and interest hereunder.

same, without considering whether such Taxes or Other Taxes have been correctly or legally asserted. This indemnification shall be made within twenty days after the date on which the PAYEE makes a written demand therefor. Within 30 days after the date of any payment of Taxes the PAYOR will furnish to the PAYEE the original or a certified copy of a receipt evidencing the corresponding payment. Without prejudice to the survival of any other agreement of the PAYOR hereunder, the agreements and obligations of the PAYOR contained in this Section shall survive the payment in full of principal and interest hereunder.

(5) Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing: (a) The PAYOR or Argentina shall fail to pay when due any installment of principal of, interest on, or any other amount due under either (i) this Note or (ii) any other promissory note or bond issued pursuant to Communications Number “A” 251, “A” 272, and “A” 278 and (to be completed with the numbers of Communications of Banco Central to be issued implementing 196485 Financing Plan), Decrees Numbers 1.334/82, 1.336/82, and 1.601/82 of the National Executive Power of the Republic of Argentina, and Law 22.910 of the Republic of Argentina, or pursuant to any other communication, decree, law or regulation relating to the refinancing of Argentine private sector indebtedness, or (b) the PAYOR or Argentina shall, after April 15, 1986, generally not pay its External Financial Indebtedness (as defined below) as such External Financial indebtedness becomes due, or shall admit in writing its inability to

(5) Events of default. If any of the following events (“Events of Default”) shall occur and be continuing; (a) If the PAYOR or Argentina fails to pay when due, any installment of principal, interest, or any other amount owed under the terms of (i) this Note or (ii) any other promissory note or bond issued pursuant to Communications “A” 251, “A” 272, and “A” 278 and (to be completed with the numbers of the Communications of the Central Bank to be issued in implementation of the 1984/1985 Refinancing Plan). Decrees 1334//82, 1336/82, and 1603/82 of the National Executive Power of the Republic of Argentina and Law No. 22.910 of the Republic of Argentina, or pursuant to any other communication, decree, law or regulation, with respect to the refinancing of the Argentine private sector debt, or (b). If, after April 15, 1986, the PAYOR or Argentina fails to pay in general, its External Financial Indebtedness (as defined below) at the time when pay its External Financial Indebtedness, generally, or shall declare that its External Financial Indebtedness shall not be generally paid when due, or (c) this note shall for any reason cease to be binding and enforceable against the PAYOR in accordance with its terms or PAYOR or Argentina shall in any way contest the validity of or the authorization for the issuance of this Note, or any decree, order, consent, permit, license, approval or authorization of, or any registration or declaration with, any governmental agency or any other act, necessary to enable PAYOR to comply with their respective obligations under this note, is revoked, rescinded, withdrawn, withheld or otherwise ceases to be in full force and effect, or is not duly, performed, as the case may be, then and in any such event, the PAYER may, by action in writing to the PAYOR, declare the principal of and all interest accrued on this Note immediately due and payable, whereupon they shall forthwith become due and payable without diligence, presentment, demand, protest, notice, notice of dishonor, or other notice of any kind, all of which are hereby expressly waived by the PAYOR. For purposes of this provision, “External Financial Indebtedness” of any person means any Financial Indebtedness of such person which is payable in a currency other than the currency of Argentina or, at the option of such person or of the payee thereof, may be payable in a currency other than the currency of Argentina, and “Financial Indebtedness” means, for any person, (i) all indebtedness of such person for or in connection with borrowed money, or for the deferred purchase price of property or services if and to the extent such purchase price is evidenced by an instrument that is held by a bank or other financial institution without recourse to the seller of

such External Financial Indebtedness becomes due, or if they admit in writing their inability to pay their External Financial Indebtedness, in general, or if they declare that their External Financial Indebtedness shall not be paid, in general, at the time of its maturity, or (c) If, for any reason, this Note ceases to be binding on the PAYOR and enforceable against it, in accordance with its terms or if the PAYOR or Argentina contest the validity of this Note, or the authorization to issue it, or if any decree, order, consent, permit, license, approval or authorization of any governmental agency, or any registration or declaration before them, or any other act, that is necessary to enable the PAYOR to comply with its respective obligations under the terms of this Note, is revoked, rescinded, withdrawn, withheld or ceases to have full force and effect, or if it is not duly performed, as applicable, then and in any of such cases, the BENEFICIARY may, by written notice sent to the PAYOR, declare immediately due and payable the principal of this Note and all interest accrued thereon and, then, the same shall be deemed immediately due and payable, without any diligence, presentment, demand, protest, notice, notice of dishonor or any other type of notice, all of which the PAYOR expressly waives hereby. For the purposes of this provision, the "External Financial Indebtedness" of any person shall mean any Financial Indebtedness of such person, which is payable in a currency other than the currency of Argentina or which, at the option of such person or the beneficiary thereof, could be payable in a currency other than the such property or services, (including, but not limited to, reimbursement obligations under or in respect of any letter of credit or bank acceptance and the obligation to repay deposits with or advances to such person), (ii) all obligations of such person (other than those specified in clause (i) above) evidenced by bonds, debentures, notes or other similar instruments issued in connection with the restructuring of the external debt of the Argentine private sector, of the Argentine private sector, and (iii) all direct and indirect guaranties of such person in respect of, and all obligations (contingent or otherwise) of such person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, any indebtedness of any other person specified in clause (i) or (ii) above.

currency of Argentina, and "Financial Indebtedness" shall mean, for any person, (i) all debts of such person for money borrowed, or in relation thereto, or for the deferred purchase price of goods or services, to the extent that such purchase price is evidenced by an instrument that will be held by a bank or other financial institution, without recourse against the seller of such good or service, (including, without limitation, reimbursement obligations under the terms of any letter of credit or bank acceptance, or in relation thereto, and the obligation to repay deposits or advances to such person), (ii) all obligations of such person (except those specified in clause (i) above) evidenced by bonds, debentures, notes or any other similar instrument, issued in connection with the restructuring of the external debt of the Argentine private sector, and (iii) all direct and indirect guaranties of such person with respect to any indebtedness of any other person specified in clauses (i) or (ii) above, and all obligations (whether contingent or of any other type) of such person to purchase or acquire, or otherwise guarantee to a creditor for any loss with respect to any indebtedness of any other person specified in clauses (i) or (ii) above.

(6) Costs and expenses. (a) The PAYOR further agrees to pay on demand all losses, costs and expenses, if any, (including reasonable counsel fees and expenses), in connection with the enforcement of this Note and any other instruments and documents delivered in connection herewith, including, without limitation, losses, costs and expenses sustained as a result of a default

(6) Costs and expenses: (a) The PAYOR further agrees to pay, on demand, all losses, costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Note and any other instrument and document delivered in connection herewith, including, without limitation, losses, cos-by the PAYOR in the performance of its obligations contained in this Note or any other instrument or document delivered in connection herewith.

(b) If, due to payments made by the PAYOR pursuant to Section 1 or due to acceleration of the maturity of this Note pursuant to Section 5 or due to any other reason, the PAYER receives payments of principal of this Note other than on the last day of an interest Period, the PAYOR shall pay to the PAYEE on demand any amounts required to compensate the PAYEE for any additional losses, costs or expenses, which it may incur as a result of such payment.

(7) Assignments. The terms of this note shall inure to the benefit of and be enforceable by PAYES, its successors and assigns, provided, however, that no transfer or assignment of this note shall be made by PAYSE (a) to any person other than to a foreign financial institution ("foreign financial institution" shall mean any financial institution (Including any affiliate thereof) which is incorporated or maintains its principal place of business outside the territory of Argentina and notwithstanding the presence of any branch, agency, representative office or any subsidiary within the territory of Argentina); (b) without giving PAYOR notice in writing of by telex of the effective date of the assignment and of the name and address of the assignee, and (c) except in connection with an assignment of the underlying obligation in respect of which this Promissory Note was issued when issued in guarantee of the underlying obligation; and provided further that any

costs and expenses sustained as a result of a default, by the PAYOR, of any of its obligations included in this Note or in any other instrument or document delivered in connection therewith.

(b) If, due to payments made by the PAYOR pursuant to Section 1, or due to the acceleration of the maturity of this Note pursuant to Section 5, or due to any other reason, the PAYEE receives payments of principal of this Note other than on the last day of an Interest Period, the PAYOR shall pay to the PAYEE upon demand any amounts required to compensate the PAYEE for any additional losses, costs or expenses, which it may incur as a result of such payment.

(7) Assignments. The terms of this Note shall inure to the benefit of the PAYEE, its successors and assigns, and shall be enforceable by any of them, taking into account, however, that the PAYEE shall not transfer or assign this Note (a) to any person other than a foreign financial institution ("foreign financial institution" shall mean any financial institution (including any affiliate thereof) that is incorporated or maintains its principal place of business outside the territory of Argentina and without considering the existence of any branch, agency, representation or subsidiary within the territory of Argentina), (b) without prior notice to the PAYOR, regarding the effective date of the assignment, in writing or by telex and the name and address of the assignee and (c) except as regards an assignment of the underlying obligation with respect to which this note was issued when it has been issued as security for the transfer in contravention of the foregoing shall be void and of no effect as against PAYOR and neither PAYOR non any agent or instrumentality thereof shall be required to recognize or accept the same. The PAYOR shall pay and shall be fully protected in paying the initial PAYEE or, if this Note has been transferred or assigned, the most recent assignee or transferee thereof with respect to whom PAYOR has received notice of such assignment or transfer at least 30 days prior to any payment hereunder.

underlying obligation and taking into account, furthermore, that any transfer in contravention of the foregoing shall be void and of no effect as against the PAYOR and neither the PAYOR nor any agent or instrumentality thereof shall be required to recognize or accept such transfer. The PAYOR shall pay, and shall be fully protected in paying, the initial PAYEE or, if this Note has been transferred or assigned, the most recent assignee or transferee thereof with respect to whom the PAYOR has received notice of such assignment or transfer at least 30 days prior to any payment hereunder.

(8) Consent to jurisdiction, Waiver of Immunities. The PAYOR hereby irrevocably (i) agrees that any suit, action or proceeding arising out of or relating to this Note may be instated in any New York State or Federal Court sitting in New York City and in any Competent Argentine Court, (ii) waives any objection which they may now or hereinafter have to the laying of the venue of any such suit, action or proceeding and (iii) submits to the jurisdiction of any such court in any such suit, action or proceeding. The PAYOR hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The PAYOR hereby irrevocably appoints Banco de la Nación Argentina (the “Process Agent”), with an office on the date hereof at 299 Park Avenue, New York, New York 10017, United States of America, as its agent to receive on behalf of the PAYOR and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to the PAYOR in care

(8) Consent to Jurisdiction, Waiver of Immunities. The PAYOR hereby irrevocably (i) agrees that any suit, action or proceeding arising out of or relating to this Note may be brought in any New York State Court, or in any Federal Court sitting in New York City and in any competent Argentine Court, (ii) waives any objection which it may now or in the future have to the laying of venue of any such suit, action or proceeding and (iii) submits to the jurisdiction of any such court in any such suit, action or proceeding. The PAYOR hereby irrevocably waives, to the fullest extent it may effectively do so, the defense that a forum is inconvenient for the maintenance of such action or proceeding. The PAYOR hereby irrevocably appoints Banco de la Nación Argentina (the “Process Agent”), with offices, on the date hereof, located at 299 Park Avenue, New York, New York 10017, United States of America, as its agent of the Process Agent at the Process Agent’s above address, and the PAYOR hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. The PAYOR agrees that a final judgement in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law. The PAYOR also irrevocably appoints Banco de la Provincia de Buenos Aires (the “Alternate Process Agent”), with an office on the date hereof on 650 Fifth Avenue, 30th. Floor, New York, New York 10019, United States of America, as its alternate agent to receive on behalf of the PAYOR and its property service of any process which may be served in any action or proceeding in any New York State or Federal Court as referred to in this Section if (i) at any time and for any reason it appears, in the good faith judgement of the PAYEE, that service of such process upon the Process Agent in accordance with the provisions of this Section may be ineffective or may not be feasible and (ii) upon or before the servicing of any process on the Alternate Process Agent under this Section, the PAYEE notifies the Alternate Process Agent and the PAYOR that service of such process is to be made on the Alternate Process Agent in accordance with this provision. Such service on the Alternate Process Agent shall be made by delivering a copy of such process to the PAYOR in care of the Alternate Process Agent at the Alternate Process Agent’s above address and the PAYOR hereby irrevocably authorizes and direct the Alternate Process Agent to accept such service on its behalf. Nothing in this paragraph shall affect the right of the PAYEE to serve legal process in any other manner permitted by law or affect the right of the PAYEE to bring any action or proceeding

to receive, on behalf of the OBLIGOR and its property, copies of the summonses and complaints and of any other proceeding that may be served in any of such actions or proceedings. Such service may be made by sending a copy of such process to the OBLIGOR, in care of the Process Agent, at the Process Agent’s address mentioned above, and, by the present, the OBLIGOR irrevocably authorizes and instructs the Process Agent to accept such service on its behalf. The OBLIGOR agrees that a final judgment in any of such actions or proceedings shall be conclusive and may be enforced in any other jurisdiction, by enforcement of judgment or in any other manner provided by law. The OBLIGOR also irrevocably designates Banco de la Provincia de Buenos Aires (the “Alternate Process Agent”), with offices on the date hereof located at 650 Fifth Avenue, 30th Floor, New York, New York 10019, United States of America, as its alternate agent to receive, on behalf of the OBLIGOR and its property, service of any process that may be served in any action or proceeding in any Federal or State Court in New York, as set forth in this section if (i) at any time and for any reason, it appears, in the good faith judgment of the BENEFICIARY, that service of such process on the Process Agent, as provided in this Section, could be ineffective or impracticable and (ii) upon serving any process on the Alternate Process Agent under the terms of this Section, or prior to such service, the BENEFICIARY notifies the Alternate Process Agent and the OBLIGOR that the service of such process against the PAYOR of its property in the courts of any other jurisdictions under the laws of which initial PAYEE (initial PAYEE meaning to this effect the person or entity to whose order this note has been issued or the initial assignee if this note has been issued to the name of a person or entity organized under the laws of or domiciled in the Republic of Argentine) is organized or wherein initial PAYEE’s Lending Office is located and, in connection therewith, to serve legal process in any other manner permitted by law. The foregoing shall not be interpreted as a submission by PAYOR to the jurisdiction of any court other than the courts of London, New York, Tokyo or Frankfurt. Furthermore the waiver made by the PAYOR as to the defense of an inconvenient forum to the maintenance of any action or proceeding mentioned above in this Section (8) shall not be applicable to any action or proceeding instituted in such other jurisdiction, where PAYOR shall be entitled to invoke all available defenses. The PAYOR agrees that it is subject to civil and commercial law with respect to its obligations hereunder and the execution, delivery and performance by the PAYOR of this note constitute private and commercial acts rather than public or governmental acts. To the extent that the PAYOR has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court or from set-off or any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property (other than property of the public domain located in Argentina, such as that described in Articles 2337 and 2345 of the Civil Code of Argentina on the date of this Note), the PAYOR hereby irrevocably waives

service will be made on the Alternate Process Agent as set forth in this provision. Such service on the Alternate Process Agent shall be made by sending a copy of such process to the OBLIGOR, in care of the Alternate Process Agent, at the Alternate Process Agent’s address mentioned above and the OBLIGOR irrevocably authorizes and instructs the Alternate Process Agent to accept such service on its behalf. Nothing mentioned in this paragraph shall affect the right of the BENEFICIARY to serve legal process in any other manner permitted by law or affect the right of the BENEFICIARY to bring any action or proceeding against the OBLIGOR or its property in the courts of any other jurisdiction under the laws of which the initial BENEFICIARY (initial BENEFICIARY meaning for these purposes the natural person or entity in whose name this Note has been issued or the initial assignee if this Note has been issued to the order of a natural person or entity organized under the laws of or domiciled in the Republic of Argentina) is organized or where the Lending Office of the initial BENEFICIARY is located and, in connection therewith, to serve legal process in any other manner permitted by law. The foregoing shall not be interpreted as a submission by the OBLIGOR to the jurisdiction of any court other than the courts of London, New York, Tokyo or Frankfurt. Likewise, the waiver made by the OBLIGOR to assert the defense of lack of jurisdiction to the pursuit of any action or proceeding mentioned above in this Section (8) shall also not apply to any action or proceeding initiated in such other jurisdictions before the such immunity in respect of its obligations under this Note.

(9) Governing law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

which retains the right to assert all defenses that may correspond to it. The OBLIGOR agrees that it is subject to civil and commercial law with respect to its obligations under the terms hereof, and that the execution, delivery and performance, by the OBLIGOR, of this Note constitute private and commercial acts and not governmental or public acts. To the extent that the OBLIGOR has, or may hereafter acquire, any immunity (whether in relation to sovereignty or otherwise) with respect to the jurisdiction of any court or to set-off or any other legal proceeding (whether through service or notice, preventive attachment, executory attachment, execution or otherwise) with respect to itself or its assets (except for public domain assets located in Argentina, as established in Articles 2337 and 2340 of the Civil Code of the Republic of Argentina, as of the date of this Note), the OBLIGOR hereby waives, irrevocably, such immunity with respect to its obligations under the terms of this Note.

(9) Governing Law. This Note shall be governed by the laws of the State of New York, United States of America, and shall be construed in accordance with such laws.

IN WITNESS WHEREOF, PAYOR has executed this Note on the date written above

In witness whereof, the OBLIGOR has signed this Note on the date mentioned at the beginning.

BANCO CENTRAL DE LA
REPUBLICA ARGENTINA
AS FINANCIAL AGENT FOR LA
REPUBLICA ARGENTINA

BANCO CENTRAL DE LA
REPUBLICA ARGENTINA
AS FINANCIAL AGENT
OF THE REPUBLIC OF ARGENTINA

BY:
BY:

Circular CAMEX 1-102 and TINAC 1-37: Extension and Settlement of Swap Operations

1. Direct settlement of swap operations

2. Settlement of pass operations, after refinancing for 5 years.

2.1. Refinancing

2.3. Unavailable deposit

2.4. Settlement

ANNEX I

V. SWAP TRANSACTIONS

VI. ISSUANCE OF THE UNITED STATES DOLLAR OBLIGATION

VI. ISSUE OF THE OBLIGATION IN UNITED STATES DOLLARS (Continued)

VII. TAX OBLIGATIONS

4. INCOME TAX

VIII. SIGNATURES AND STATEMENTS OF THE APPLICANTS

CERTIFICATION OF THE INTERVENING FINANCIAL INSTITUTION

IX. INTERVENTIONS OF THE B.C.R.A. DEPARTMENTS

B.C.R.A. NORTE WITH LIBO RATE

BCRA NOTE WITS OD RATE

Lineage: No known changes

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