Exhibit 4.2

                                                                 EXECUTION COPY
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                            MASTELLONE HERMANOS S.A.,
                                     Company

                                       to

                              THE BANK OF NEW YORK,
                Trustee, Co-Registrar and Principal Paying Agent

                                       and

                           BANCO RIO DE LA PLATA S.A.,
                           Registrar and Paying Agent

                                 --------------

                       LEITESOL INDUSTRIA E COMERCIO S.A.,
                            MASTELLONE SAN LUIS S.A.
                                       and
                                  PROMAS S.A.,
                              Subsidiary Guarantors
                                 --------------

                           BANCO RIO DE LA PLATA S.A.,
                                Collateral Agent

                                 --------------

                                    INDENTURE

                          Dated as of October 22, 2004

                                 --------------



               8% Series A-1 Collateralized Senior Notes due 2012
               8% Series A-2 Collateralized Senior Notes due 2012
               8% Series B-1 Collateralized Senior Notes due 2012
               8% Series B-2 Collateralized Senior Notes due 2012
                   8% APE Collateralized Senior Notes due 2012




===============================================================================








                                TABLE OF CONTENTS

                                -----------------



                                                                                                       PAGE
                                                                                                       ----

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions................................................................................2
SECTION 1.02. Compliance Certificates and Opinions......................................................35
SECTION 1.03. Form of Documents Delivered to Trustee....................................................35
SECTION 1.04. Acts of Holders...........................................................................36
SECTION 1.05. Notices, Etc., to Trustee, Co-Registrar, Principal Paying Agent, Company and Subsidiary
               Guarantors...............................................................................37
SECTION 1.06. Notice to Holders; Waivers................................................................38
SECTION 1.07. Effect of Headings and Table of Contents..................................................39
SECTION 1.08. Successors and Assigns....................................................................39
SECTION 1.09. Separability Clause.......................................................................39
SECTION 1.10. Benefits of Indenture.....................................................................39
SECTION 1.11. Governing Law.............................................................................39
SECTION 1.12. Consent to Jurisdiction and Service of Process............................................39
SECTION 1.13. Legal Holidays............................................................................41
SECTION 1.14. No Personal Liability of Incorporators, Shareholders, Officers, Directors or Employees....41
SECTION 1.15. Actions by Subsidiary Guarantors..........................................................41

                                    ARTICLE 2
                                   NOTE FORMS

SECTION 2.01. Forms Generally...........................................................................42
SECTION 2.02. Restrictive Legends.......................................................................44
SECTION 2.03. Restrictions on Transfer of, or of Interests in, the Offshore Senior Notes During the
                Applicable Offshore Senior Note Restricted Period.......................................47
SECTION 2.04. Form of Face of Senior Note...............................................................47
SECTION 2.05. Form of Reverse of Senior Note............................................................49
SECTION 2.06. Form of Trustee's Certificate of Authentication...........................................60

                                    ARTICLE 3
                                THE SENIOR NOTES

SECTION 3.01. Title and Terms...........................................................................61
SECTION 3.02. Denominations.............................................................................66
SECTION 3.03. Execution, Authentication, Delivery and Dating............................................66
SECTION 3.04. Temporary Senior Notes....................................................................67
SECTION 3.05. Registration, Registration of Transfer and Exchange.......................................68
SECTION 3.06. Book-entry Provisions for Global Senior Notes.............................................69
SECTION 3.07. Transfer Provisions.......................................................................71


                                       i



SECTION 3.08. Form of Accredited Investor Certificate...................................................75
SECTION 3.09. Form of Regulation S Certificate..........................................................76
SECTION 3.10. Form of Rule 144A Certificate.............................................................77
SECTION 3.11. Mutilated, Destroyed, Lost and Stolen Senior Notes........................................78
SECTION 3.12. Payment of Interest; Interest Rights Preserved............................................79
SECTION 3.13. Persons Deemed Owners.....................................................................81
SECTION 3.14. Cancellation..............................................................................81
SECTION 3.15. Computation of Interest...................................................................82
SECTION 3.16. Cusip and CINS Numbers....................................................................82

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

SECTION 4.01. Satisfaction and Discharge of Indenture...................................................82
SECTION 4.02. Application of Trust Money................................................................83

                                    ARTICLE 5
                                    REMEDIES

SECTION 5.01. Events of Default.........................................................................83
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment........................................85
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee...........................87
SECTION 5.04. Trustee May File Proofs of Claim..........................................................88
SECTION 5.05. Trustee May Enforce Claims Without Possession of Senior Notes.............................89
SECTION 5.06. Application of Money Collected............................................................89
SECTION 5.07. Limitation on Suits.......................................................................89
SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium, Interest, Liquidated
                Damages and Additional Amounts..........................................................90
SECTION 5.09. Restoration of Rights and Remedies........................................................90
SECTION 5.10. Rights and Remedies Cumulative............................................................90
SECTION 5.11. Delay or Omission Not Waiver..............................................................91
SECTION 5.12. Control by Holders........................................................................91
SECTION 5.13. Waiver of Past Defaults...................................................................91
SECTION 5.14. Waiver of Stay or Extension Laws..........................................................92
SECTION 5.15. Currency Indemnity........................................................................92

                                    ARTICLE 6
                                   THE TRUSTEE

SECTION 6.01. Notice of Default.........................................................................92
SECTION 6.02. Certain Rights of Trustee.................................................................93
SECTION 6.03. Trustee Not Responsible for Recitals or Issuance of Senior Notes..........................94
SECTION 6.04. May Hold Senior Notes.....................................................................94
SECTION 6.05. Money Held in Trust.......................................................................94
SECTION 6.06. Compensation and Reimbursement............................................................95
SECTION 6.07. Corporate Trustee Required; Eligibility...................................................96
SECTION 6.08. Resignation and Removal; Appointment of Successor.........................................96

                                       ii


SECTION 6.09. Acceptance of Appointment by Successor....................................................98
SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business...............................98
SECTION 6.11. Preferential Collection of Claims Against Company.........................................98
SECTION 6.12. Other Capacities..........................................................................99
SECTION 6.13. Appointment of Co-Trustee or Separate Trustee.............................................99

                                   ARTICLE 6A

SECTION 6A.01.  Collateral.............................................................................100
SECTION 6A.02.  Representation, Agreement, Etc., of Collateral Agent...................................100

                                    ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. Disclosure of Names and Addresses of Holders.............................................100
SECTION 7.02. Reports by Trustee.......................................................................100

                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms.....................................101
SECTION 8.02. Successor Substituted....................................................................103
SECTION 8.03. Senior Notes to Be Secured in Certain Events.............................................103

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without Consent of Holders.......................................104
SECTION 9.02. Supplemental Indentures with Consent of Holders..........................................105
SECTION 9.03. Execution of Supplemental Indentures.....................................................106
SECTION 9.04. Effect of Supplement Indentures..........................................................106
SECTION 9.05. Conformity with Trust Indenture Act......................................................106
SECTION 9.06. Reference in Senior Notes to Supplemental Indenture......................................106
SECTION 9.07. Notice of Supplemental Indentures........................................................107
SECTION 9.08. Meetings of Holders......................................................................107

                                   ARTICLE 10
                                    COVENANTS

SECTION 10.01. Payment of Principal, Premium, if Any, Interest, Liquidated Damages, if Any, and
                 Additional Amounts, if Any............................................................108
SECTION 10.02. Maintenance of Office or Agency.........................................................108
SECTION 10.03. Money for Senior Note Payments to Be Held in Trust......................................109
SECTION 10.04. Corporate Existence.....................................................................110
SECTION 10.05. Payment of Taxes and Other Claims.......................................................111
SECTION 10.06. Maintenance of Properties...............................................................111
SECTION 10.07. Insurance...............................................................................111
SECTION 10.08. Statement by Officers as to Default.....................................................111



                                      iii




SECTION 10.09. Compliance with Obligations to Make Payments Free and Clear of Taxes....................112
SECTION 10.10. Limitation on Indebtedness..............................................................112
SECTION 10.11. Limitation on Restricted Payments.......................................................112
SECTION 10.12. Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries...........116
SECTION 10.13. Limitation on Transactions with Affiliates..............................................116
SECTION 10.14. Limitation on Liens.....................................................................117
SECTION 10.15. Limitation on Issuances of Guarantees by Restricted Subsidiaries........................117
SECTION 10.16. Purchase of Senior Notes upon a Change of Control.......................................118
SECTION 10.17. Limitation on Sale of Assets............................................................119
SECTION 10.18. Limitation on Sale and Leaseback Transactions...........................................121
SECTION 10.19. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.121
SECTION 10.20. Provision of Reports and Financial Statements...........................................122
SECTION 10.21. Limitation on Capital Expenditures......................................................123
SECTION 10.22. Limitation on Optional Prepayment of Floating Rate Debt.................................123
SECTION 10.23. Waiver of Certain Covenants.............................................................124

                                   ARTICLE 11
                           REDEMPTION OF SENIOR NOTES

SECTION 11.01. Redemption..............................................................................124
SECTION 11.02. Applicability of Article................................................................125
SECTION 11.03. Election to Redeem; Notice to Trustee...................................................125
SECTION 11.04. Selection by Trustee of Senior Notes to Be Redeemed.....................................125
SECTION 11.05. Notice of Redemption....................................................................126
SECTION 11.06. Deposit of Redemption Price.............................................................126
SECTION 11.07. Senior Notes Payable on Redemption Date.................................................127
SECTION 11.08. Senior Notes Redeemed in Part...........................................................127

                                   ARTICLE 12
                         GUARANTEES OF THE SENIOR NOTES

SECTION 12.01. Guarantee...............................................................................127
SECTION 12.02. No Need to Endorse Subsidiary Guarantee on Senior Notes.................................129
SECTION 12.03. Release of a Subsidiary Guarantor.......................................................129
SECTION 12.04. Waiver of Subrogation...................................................................130
SECTION 12.05. Immediate Payment.......................................................................130
SECTION 12.06. No Set-off..............................................................................130
SECTION 12.07. Obligations Absolute....................................................................131
SECTION 12.08. Obligations Continuing..................................................................131
SECTION 12.09. Obligations Not Reduced.................................................................131
SECTION 12.10. Obligations Reinstated..................................................................131
SECTION 12.11. Obligations Not Affected................................................................131
SECTION 12.12. Waiver .................................................................................133
SECTION 12.13. Dealing with the Company and Others.....................................................133

                                       iv



SECTION 12.14. Default and Enforcement.................................................................134
SECTION 12.15. Costs and Expenses......................................................................134
SECTION 12.16. No Waiver; Cumulative Remedies..........................................................134
SECTION 12.17. Representation and Warranty of Each Subsidiary Guarantor................................134
SECTION 12.18. Special Waiver..........................................................................135
SECTION 12.19. Severability............................................................................135
SECTION 12.20. Successors and Assigns..................................................................135
SECTION 12.21. General Limitation on Subsidiary Guarantee Obligations..................................135

                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01. Company's Option to Effect Defeasance or Covenant Defeasance............................136
SECTION 13.02. Defeasance and Discharge................................................................136
SECTION 13.03. Covenant Defeasance.....................................................................137
SECTION 13.04. Conditions to Defeasance or Covenant Defeasance.........................................137
SECTION 13.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                 Miscellaneous Provisions..............................................................139
SECTION 13.06. Reinstatement...........................................................................139


SCHEDULE I -   Indebtedness Outstanding on the Original Issue Date of the 8%
               Series A-1 Collateralized Senior Notes due 2012 and the 8% Series
               B-1 Collateralized Senior Notes due 2012

SCHEDULE II -  Dividend and Other Payment Restrictions Outstanding on the
               Original Issue Date of the 8% Series A-1 Collateralized Senior
               Notes due 2012 and the 8% Series B-1 Collateralized Senior Notes
               due 2012

SCHEDULE III - Non-participating Existing Bank Debt and Non-participating
               Existing Notes



EXHIBIT A - Form of Pledge Agreement

                                       v




         THIS INDENTURE, dated as of October 22, 2004 among (i) MASTELLONE
HERMANOS S.A., a sociedad anonima duly organized and existing under the laws of
the Republic of Argentina ("ARGENTINA") on October 22, 1973, with a term of
duration expiring on November 5, 2060, and registered with the Argentine Public
Registry of Commerce on May 17, 1976 under number 1163, Book 85, Volume "A" of
Estatutos de Sociedades Anonimas, having its registered executive offices at E.
Ezcurra 365, Piso 2, Of. 310 (C1107CLA), Buenos Aires, Argentina (the
"COMPANY"), as issuer, (ii) THE BANK OF NEW YORK, a New York banking
corporation, as Trustee (the "TRUSTEE"), Co-Registrar (the "CO-REGISTRAR") and
Principal Paying Agent (the "PRINCIPAL PAYING AGENT"), (iii) BANCO RIO DE LA
PLATA S.A., a sociedad anonima duly organized and existing under the laws of
Argentina, as Registrar (the "REGISTRAR"), Paying Agent (the "PAYING AGENT") and
Representative of the Trustee in Argentina for the purpose of receiving
communications in Argentina in respect of this Indenture so long as any Senior
Notes (as defined herein) remain outstanding, (iv) LEITESOL INDUSTRIA E COMERCIO
S.A., a limited company duly organized and existing under the laws of Brazil,
MASTELLONE SAN LUIS S.A., a sociedad anonima duly organized and existing under
the laws of Argentina, and PROMAS S.A., a sociedad anonima duly organized and
existing under the laws of Argentina, as Subsidiary Guarantors (as hereinafter
defined), and (v) Banco Rio de la Plata S.A., a sociedad anonima duly organized
and existing under the laws of Argentina, as Collateral Agent (as hereinafter
defined).

                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of five series of 8%
Collateralized Senior Notes due 2012 pursuant to resolutions of the shareholders
of the Company adopted on March 3, 2004 and September 16, 2004 and resolutions
of the Board of Directors of the Company adopted March 3, April 2, April 30, May
7 and September 15, 2004, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

         WHEREAS, the corporate purpose and principal activity of the Company is
the commercialization and industrialization in every stage of production and
processing, packaging, exporting and importing of raw materials, products and
by-products destined to nourishment;

         WHEREAS, at December 31, 2003 the capital stock of the Company was Ps.
409,900,000 and the shareholders' equity of the Company was Ps. 357.4 million;
and

         WHEREAS, the Senior Notes (as hereinafter defined) are to be secured by
the Pledge Agreement and guaranteed under the Subsidiary Guarantees referred to
herein;

         THEREFORE, all things necessary have been done to make the Senior
Notes, when executed by the Company and authenticated and delivered hereunder
and duly issued by the Company, the valid obligations of the Company and to make
this Indenture a valid agreement of the Company, in accordance with their and
its terms.




                             RECITALS OF THE TRUSTEE

         The Trustee has agreed to act as trustee under this Indenture on the
terms and conditions set forth herein.

         The Trustee has been provided with a copy of the resolutions of the
shareholders of the Company passed on March 3, 2004 and September 16, 2004 and
of the Board of Directors of the Company passed on March 3, April 2, April 30,
May 7 and September 15, 2004 and hereby confirms that the terms and conditions
of the form of the Senior Notes substantially reflect the terms of said
resolutions.

                     RECITALS OF THE COMPANY AND THE TRUSTEE

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the Company's 8% Series
A-1 Collateralized Senior Notes due 2012 (the "SERIES A-1 SENIOR NOTES"), the
Company's 8% Series A-2 Collateralized Senior Notes due 2012 (the "SERIES A-2
SENIOR NOTES"), if and when issued in exchange for the Series A-1 Senior Notes
pursuant to the Registration Rights Agreement (as hereinafter defined), the
Company's 8% Series B-1 Senior Notes due 2012 (the "SERIES B-1 SENIOR NOTES"),
the Company's 8% Series B-2 Collateralized Senior Notes due 2012 (the "SERIES
B-2 SENIOR NOTES"), if and when issued in exchange for the Series B-1 Senior
Notes pursuant to the Registration Rights Agreement, and, if and when issued,
the Company's 8% APE Collateralized Senior Notes due 2012 (the "APE SENIOR
NOTES"), the Series A-1 Senior Notes, the Series A-2 Senior Notes, the Series
B-1 Senior Notes, the Series B-2 Senior Notes and the APE Senior Notes being the
"SENIOR NOTES".

                                   ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 1.01.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

                  (b) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein, and the terms "CASH TRANSACTION" and "SELF-LIQUIDATING
PAPER", as used in TIA Section 311, shall have the meanings assigned to them in
the rules of the Commission adopted under the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with Generally Accepted Accounting
Principles; and

                                       2


                  (d) the words "HEREIN", "HEREOF" AND "HEREUNDER" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

         "ACCREDITED INVESTOR" means an Individual Accredited Investor or an
Institutional Accredited Investor.

         "ACCREDITED INVESTOR SENIOR NOTES" has the meaning specified in Section
2.01.

         "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (a) existing at
the time such Person becomes a Restricted Subsidiary, including by designation,
or (b) assumed in connection with the acquisition of assets. Acquired
Indebtedness shall be deemed to be incurred on the date the acquired Person
becomes a Restricted Subsidiary or the date of the acquisition of such assets.

         "ACT", when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "ADDITIONAL AMOUNTS" means additional amounts as may be necessary in
order that the net amounts received by each Holder after any withholding or
deduction in respect of any Taxes shall equal the respective amounts of
principal and interest that would have been received in respect of the Senior
Notes in the absence of such withholding or deduction.

         "AFFILIATE" means, with respect to any specified Person, (a) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person or (b) any other Person that
owns, directly or indirectly through one or more Subsidiaries, 10% or more of
any class of such specified Person's Capital Stock or (c) any executive officer
or director of any such specified Person or, with respect to any such 10%
stockholder that is a natural Person, any spouse, sibling or child (natural or
adopted) of such natural Person. For the purposes of this definition, "CONTROL",
when used with respect to any specified Person, means the power to vote 10% or
more of any class of voting securities of such Person or to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

         "AGENT MEMBERS" has the meaning specified in Section 3.06.

         "APE" means any acuerdo preventivo extrajudicial entered into by the
Company and certain of its unsecured creditors pursuant to Argentine Law No.
24,522, as amended by Argentine Law 25,589, which shall contemplate, among other
things, the cancellation of certain of the Existing Notes and the issuance to
the holders thereof of APE Senior Notes in the principal amount of the Existing
Notes so cancelled.

         "APE SENIOR NOTES" has the meaning specified in the Recitals of the
Company and the Trustee.

                                       3



         "ARGENTINE GOVERNMENT" means the Government of Argentina.

         "ARGENTINE BANKRUPTCY LAW" means Argentine Law No. 24,422, as amended.

         "ARGENTINE NEGOTIABLE OBLIGATIONS LAW" means Argentine Law No. 23,576,
as amended.

         "ASSET SALE" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "TRANSFER"),
directly or indirectly, in one or a series of related transactions, of (a) any
Capital Stock of any Restricted Subsidiary; (b) all or substantially all of the
properties and assets of any division or line of business of the Company or any
Restricted Subsidiary; or (c) any other properties or assets of the Company or
any Restricted Subsidiary, other than in the ordinary course of business. For
the purposes of this definition, the term "Asset Sale" shall not include any
transfer of properties or assets (i) that is governed by the provisions of the
Indenture described under Article 8, (ii) between or among the Company or any
wholly owned Restricted Subsidiaries in accordance with the terms of this
Indenture, (iii) having a Fair Market Value of not more than US$1.0 million (or,
to the extent non-US dollar denominated, the US Dollar Equivalent of such
amount) in any given fiscal year, (iv) by the Company or any Restricted
Subsidiary of damaged, worn out or other obsolete property or assets in the
ordinary course of business, (v) any transfer constituting a Restricted Payment
that is permitted to be made, and is made, under paragraph (a) of Section 10.11
hereof, (vi) that is permitted to be made, and is made, pursuant to the
definition of "Permitted Investments", and (vii) consisting of Receivables and
Related Assets or a fractional undivided interest therein sold by the Company or
any Restricted Subsidiary pursuant to any Permitted Receivables Financing.

         "ATTRIBUTABLE VALUE" means, with respect to any lease at the time of
determination, the present value (discounted at the interest rate implicit in
the lease or, if not known, at the Company's incremental borrowing rate) of the
obligations of the lessee of the property subject to such lease for rental
payments during the remaining term of the lease included in such transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended, or until the earliest date on which the
lessee may terminate such lease without penalty or upon payment of penalty (in
which case the rental payments shall include such penalty), after excluding from
such rental payments all amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, water, utilities and similar
charges.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Senior Notes.

         "AUTHORIZED OFFICER" means any member of the Supervisory Committee of
the Company, any Director of the Company and any employee of the Company as may
be duly authorized to take actions under this Indenture and the Senior Notes,
provided that for purposes of executing the Senior Notes an "AUTHORIZED OFFICER"
shall mean a Director and a Member of the Supervisory Committee of the Company.

                                       4


         "AVERAGE LIFE" means, as of the date of determination with respect to
any Indebtedness, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from the date of determination to the date or dates
of each successive scheduled principal payment (including, without limitation,
any sinking fund requirements) of such Indebtedness multiplied by (ii) the
amount of each such principal payment by (b) the sum of all such principal
payments.

         "BASE" means the Buenos Aires Stock Exchange.

         "BOARD OF DIRECTORS" means either the board of directors of the Company
or any duly authorized committee of that board.

         "BOARD RESOLUTION" means a copy of a resolution certified by a Notary
Public, any Director, the President, any Vice President, the Chief Financial
Officer or the Finance Manager of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "BONEX" means Bonos Externos of Argentina of any series.

         "BUSINESS DAY" means, with respect to each place of payment, a day on
which banks are open for business and carrying out transactions in US Dollars in
The City of New York and the city of the Paying Agent effecting the payment.

         "CAPITAL EXPENDITURES" shall mean, without duplication, all
expenditures or commitments made, directly or indirectly (by way of acquisitions
of securities of a Person or the expenditures of cash, the transfer of property
or the incurrence of Indebtedness), by the Company or any Restricted Subsidiary,
for equipment, fixed assets, real property or improvements, or for replacements
or substitutions therefor or additions thereto, that have been or should be, in
accordance with GAAP, reflected as additions to property, plant or equipment on
a consolidated balance sheet of the Company and the Restricted Subsidiaries.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, partnership interests, participations, rights in or other equivalents
(however designated) of such Person's capital stock, and any rights (other than
debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock, whether now outstanding
or issued after the Original Issue Date of the Series A-1 Senior Notes and the
Series B-1 Senior Notes.

         "CAPITALIZED LEASE OBLIGATION" means any obligation of any Person under
a lease of (or other agreement conveying the right to use) any property (whether
real, personal or mixed) that is required to be classified and accounted for as
a capital lease obligation under GAAP, and, for the purpose of this Indenture,
the amount of such obligation at any date shall be the capitalized amount
thereof at such date, determined in accordance with GAAP.

                                       5


         "CASH EQUIVALENTS" means (a) any evidence of Indebtedness with a
maturity of 270 days or less issued or directly and fully guaranteed or insured
by the United States of America or Argentina or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
or Argentina, as the case may be, is pledged in support thereof), (b)
certificates of deposit, Eurodollar time deposits and bankers' acceptances with
a maturity of 270 days or less and overnight bank deposits of any financial
institution (including any branch thereof) that is organized or regulated under
the laws of the United States of America or any state thereof, Brazil,
Switzerland or Argentina and which bank or trust company has capital, surplus
and undivided profits aggregating in excess of US$300 million (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount), or US$100
million (or, to the extent non-US Dollar denominated, the US Dollar Equivalent
of such amount), in the case of any bank or trust company organized or regulated
under the laws of Argentina, and has outstanding debt which is rated "A" (or
such similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act) or (in the case of Argentina) an Argentine affiliate thereof or (c)
commercial paper with a maturity of 270 days or less issued by a corporation
that is not an Affiliate of the Company and is organized under the laws of any
state of the United States or the District of Columbia and rated at least A-1 by
S&P or at least P-1 by Moody's.

         "CASH TENDER OFFER" means the cash tender offer referred to in the
Offering Memorandum.

         "CHANGE OF CONTROL" means the occurrence of any of the following
events: (a) prior to the first Qualified Equity Offering, Permitted Holders
beneficially own (as defined below) less than, directly or indirectly, 51% of
the total voting power of all classes of outstanding Voting Stock of the
Company; (b) after a Qualified Equity Offering, any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
Permitted Holders, is or becomes the beneficial owner of more than 35% of the
total voting power of all classes of outstanding Voting Stock of the Company,
unless the Permitted Holders are the beneficial owners of more than 51% of the
total voting power of all outstanding Voting Stock of the Company; (c) after a
Qualified Equity Offering, the Company consolidates with, or merges with or
into, another Person or conveys, transfers, leases or otherwise disposes of all
or substantially all of its assets to any Person, or any Person consolidates
with, or merges with or into, the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is converted
into or exchanged for cash, securities or other property, other than any such
transaction (i) where the outstanding Voting Stock of the Company is converted
or exchanged only to the extent necessary to reflect a change in the
jurisdiction of incorporation of the Company or is converted into or exchanged
for (A) Voting Stock (not including Redeemable Capital Stock) of the Surviving
Entity or (B) cash, securities and other property (other than Voting Stock of
the Surviving Entity) in an amount that could be paid by the Company, on a pro
forma basis, as a Restricted Payment as described under Section 10.11 hereof and
(ii) immediately after such transaction, no "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, is the beneficial owner of more than


                                       6



35% of the total voting power of all classes of outstanding Voting Stock of the
Surviving Entity, unless the Permitted Holders are the beneficial owners of more
than 51% of the total voting power of all outstanding Voting Stock of the
Surviving Entity; (d) a majority of the elected Board of Directors of the
Company has been nominated by any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders or a
depositary or custodian for any depositary receipts in respect of Voting Stock
of the Company (provided that such depositary or custodian is not acting at the
direction of any such "person" or "group" other than one or more Permitted
Holders); or (e) the Company is liquidated or dissolved or adopts a plan of
liquidation or dissolution. For purposes of this definition, the term
"beneficial ownership" shall have the meaning assigned under Rules 13d-3 and
13d-5 under the Exchange Act, except that a Person shall be deemed to have
"beneficial ownership" of all securities that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time.

         "CLEARSTREAM LUXEMBOURG" means Clearstream Banking, societe anonyme.

         "CNV" means Comision Nacional de Valores, the Argentine National
Securities Commission.

         "COLLATERAL AGENT" means Banco Rio de la Plata S.A., in its capacity as
collateral agent under the Pledge Agreement, and any successor thereto in such
capacity.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

         "COMPANY" or "MASTELLONE" means the Person named as the "COMPANY" in
the first paragraph of this Indenture, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its President, any Vice President, its
Treasurer or an Assistant Treasurer, and delivered to the Trustee.

         "CONSOLIDATED AMORTIZATION EXPENSE" of any Person for any period means
the amortization expense of the Company and its Restricted Subsidiaries for such
period (to the extent included in the computation of Consolidated Net Income of
the Company), determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED DEPRECIATION EXPENSE" of any Person for any period means
the depreciation expense of the Company and its Restricted Subsidiaries for such
period (to the extent included in the computation of Consolidated Net Income of
the Company), determined on a consolidated basis in accordance with GAAP.

                                       7


         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
determination date, the ratio of (i) EBITDA for four full fiscal quarters
immediately preceding the determination date, to (ii) the aggregate Fixed
Charges for such four fiscal quarters. In making such computations:

          (i) EBITDA and Fixed Charges shall be calculated on a pro forma basis
     assuming that (A) the Indebtedness to be incurred or the Redeemable Capital
     Stock to be issued (and all other Indebtedness incurred or Redeemable
     Capital Stock issued since the first day of such period of four full fiscal
     quarters referred to in Section 10.10 hereof through and including the date
     of determination), and (if applicable) the application of the net proceeds
     therefrom (and from any other such Indebtedness or Redeemable Capital
     Stock), including the refinancing of other Indebtedness, had been incurred
     on the first day of such four quarter period and, in the case of Acquired
     Indebtedness, on the assumption that the related transaction (whether by
     means of purchase, merger or otherwise) also had occurred on such date with
     the appropriate adjustments with respect to such acquisition being included
     in such pro forma calculation and (B) any acquisition or disposition by the
     Company or any Restricted Subsidiary of any properties or assets outside
     the ordinary course of business or any repayment of any principal amount of
     any Indebtedness of the Company or any Restricted Subsidiary prior to the
     stated maturity thereof, in either case since the first day of such period
     of four full fiscal quarters through and including the date of
     determination, had been consummated on such first day of such four quarter
     period;

          (ii) the Fixed Charges attributable to interest on any Indebtedness
     required to be computed on a pro forma basis in accordance with paragraph
     (a) of Section 10.10 hereof and (A) bearing a floating interest rate shall
     be computed as if the rate in effect on the date of computation had been
     the applicable rate for the entire period and (B) which was not outstanding
     during the period for which the computation is being made but which bears,
     at the option of the Company, a fixed or floating rate of interest, shall
     be computed by applying, at the option of the Company, either the fixed or
     floating rate;

          (iii) the Fixed Charges attributable to interest on any Indebtedness
     under a revolving credit facility required to be computed on a pro forma
     basis in accordance with paragraph (a) under Section 10.10 hereof shall be
     computed based upon the average daily balance of such Indebtedness during
     the applicable period, provided that such average daily balance shall be
     reduced by the amount of any repayment of Indebtedness under a revolving
     credit facility during the applicable period, which repayment permanently
     reduced the commitments or amounts available to be reborrowed under such
     facility;

          (iv) notwithstanding the foregoing clauses (ii) and (iii), interest on
     Indebtedness determined on a fluctuating basis, to the extent such interest
     is covered by agreements relating to Hedging Obligations, shall be deemed
     to have

                                       8



     accrued at the rate per annum resulting after giving effect to the
     operation of such agreements; and

          (v) if after the first day of the applicable four-quarter period the
     Company has permanently retired any Indebtedness out of the net proceeds of
     the issuance and sale of shares of Capital Stock (other than Redeemable
     Capital Stock) of the Company within 30 days of such issuance and sale,
     Fixed Charges shall be calculated on a pro forma basis as if such
     Indebtedness had been retired on the first day of such period.

         "CONSOLIDATED INCOME TAX EXPENSE" means, for any Person for any period,
the provision for taxes based on income and profits of the Company and its
Restricted Subsidiaries to the extent such income or profits were included in
computing Consolidated Net Income of the Company for such period.

         "CONSOLIDATED INDEBTEDNESS RATIO" means, as at any date of
determination, the ratio of the principal amount of Net Indebtedness of the
Company and its Restricted Subsidiaries as of such date, determined on a
consolidated basis for the Company and its Restricted Subsidiaries in accordance
with GAAP, to EBITDA with respect to the four most recently completed fiscal
quarters of the Company through such date.

         "CONSOLIDATED INTEREST EXPENSE" means, without duplication, for any
period, the sum of the interest expense on all Indebtedness of the Company and
its Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP and including, without limitation (i) imputed interest
on Capitalized Lease Obligations and Attributable Value, (ii) commissions,
discounts and other fees and charges owed with respect to letters of credit
securing financial obligations and bankers' acceptance financing, (iii) the net
costs associated with Hedging Obligations, (iv) amortization of other financing
fees and expenses, (v) the interest portion of any deferred payment obligations,
(vi) amortization of debt discount or premium, if any, (vii) all other non-cash
interest expense, (viii) capitalized interest and (ix) any interest payable with
respect to discontinued operations but excluding interest expense representing
the amortization of the gain realized to the Company from the refinancing of the
Existing Notes and the Existing Bank Debt, which refinancing is effected by the
issuance of Senior Notes or Floating Rate Debt.

         "CONSOLIDATED NET INCOME" for any period means the net income (or loss)
of the Company and its Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication: (i) the net income (or loss) of any Person (other than a
Restricted Subsidiary of the Company) in which any Person other than the Company
has an ownership interest, except to the extent that any such income has
actually been received by the Company or any of its Restricted Subsidiaries in
the form of cash dividends during such period; (ii) except to the extent
includible in the consolidated net income of the Company pursuant to the
foregoing clause (i), the net income (or loss) of any Person that accrued prior
to the date that (a) such Person becomes a Restricted Subsidiary of the Company
or is merged into or


                                       9



consolidated with the Company or any of its Restricted Subsidiaries or (b) the
assets of such Person are acquired by the Company or any of its Restricted
Subsidiaries; (iii) the net income of any Restricted Subsidiary of the Company
during such period to the extent that the declaration or payment of dividends or
similar distributions by such Restricted Subsidiary of that income (a) is not
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary during such period (except to the extent that (x)
such net income could be paid to the Company or a Restricted Subsidiary thereof
by loans, advances, intercompany transfers, principal repayments or otherwise
and (y) the Company would not be under any obligation to repay, return, transfer
or invest any such amount so paid to or in that Restricted Subsidiary at any
time prior to one year after the Stated Maturity of the principal of the Senior
Notes) or (b) would be subject to any taxes payable on such dividend or
distribution; (iv) any gain (but not loss), together with any related provisions
for taxes on any such gain, realized during such period by the Company or any of
its Restricted Subsidiaries upon (a) the acquisition of any securities, or the
extinguishment of any Indebtedness, of the Company or any of its Restricted
Subsidiaries or (b) any Asset Sale by the Company or any of its Restricted
Subsidiaries; (v) any extraordinary gain (but not extraordinary loss), together
with any related provision for taxes on any such extraordinary gain, realized by
the Company or any of its Restricted Subsidiaries during such period; and (vi)
in the case of a successor to such Person by consolidation, merger or transfer
of its assets, any earnings of the successor prior to such merger, consolidation
or transfer of assets; and provided further that (A) any gain referred to in
clauses (iv) and (v) above that relates to a Restricted Investment and which is
received in cash by the Company or one of its Restricted Subsidiaries during
such period shall be included in the Consolidated Net Income and (B) any cash
gain referred to in clause (iv) above shall, for purposes only of calculating
the amount of Restricted Payment that may be made pursuant to Section
10.11(a)(v)(A), be included in calculating Consolidated Net Income.

         "CONSOLIDATED NET WORTH" means, as of any date of determination, the
sum of (i) the consolidated equity of the common stockholders of the Company and
its Restricted Subsidiaries as set forth on the most recently available
quarterly or annual consolidated balance sheet of the Company and its Restricted
Subsidiaries plus (ii) the respective amounts reported on such consolidated
balance sheet with respect to any series of preferred stock (other than
Redeemable Stock) that by its terms is not entitled to the payment of dividends
unless such dividends may be declared and paid only out of net earnings in
respect of the year of such declaration and payment, but only to the extent of
any cash received by the Company and its Restricted Subsidiaries upon issuance
of such preferred stock, less all write-ups (other than write-ups resulting from
foreign currency translations and write-ups of tangible assets of a going
concern business made within 12 months after the acquisition of such business)
subsequent to the date of the Indenture in the book value of any asset owned by
the Company or a Restricted Subsidiary, each item determined in conformity with
GAAP.

         "CONSOLIDATED TANGIBLE ASSETS" as of any date of determination means
the total assets of the Company and its Restricted Subsidiaries (excluding any
assets that would be classified as "intangible assets" under GAAP) on a
consolidated basis as set forth on the

                                       10


most recently available quarterly or annual consolidated balance sheet of the
Company and its Restricted Subsidiaries, less all write-ups subsequent to the
Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes in the book value of any asset owned by the Company or any of its
Restricted Subsidiaries each item determined in conformity with GAAP.

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Trustee, at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this Indenture is
located at 101 Barclay Street, Floor 8 West, New York, New York 10286.

         "CORPORATION" includes corporations, associations, companies and
business trusts.

         "CURRENCY AGREEMENTS" means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and designed to protect against
or manage exposure to fluctuations in foreign currency exchange rates.

         "DALLPOINT" means Dallpoint Investments LLC, a Delaware limited
liability company.

         "DEFAULT" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

         "DEFAULTED INTEREST" has the meaning specified in Section 3.12.

         "DEPOSITARY" means The Depository Trust Company, its nominees and
successors.

         "DISINTERESTED DIRECTOR" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under this Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

         "EBITDA" means, for any period, without duplication, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated Income
Tax Expense, (iii) Consolidated Amortization Expense (but only to the extent not
included in Fixed Charges), (iv) Consolidated Depreciation Expense, (v) Fixed
Charges and (vi) all other non-cash items reducing Consolidated Net Income and
minus non-cash items increasing Consolidated Net Income (including exchange
differences, holding results, results from exposure to inflation and
extraordinary results and excluding any such non-cash charge that results in an
accrual of a reserve for cash charges in any future period and non-cash credits
resulting from changes in prepaid assets or accrued liabilities in the ordinary
course of business) of the Company and its Restricted Subsidiaries, in each case
determined on a consolidated basis in accordance with GAAP (provided, however,
that

                                       11



the amounts set forth in clauses (ii) through (vi) shall be included without
duplication and only to the extent such amounts actually reduced (or
increased) Consolidated Net Income).

         "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCESS CASH" shall mean for any fiscal year the sum (without
duplication) of: (a) EBITDA for such fiscal year; minus (b) Capital Expenditures
made by the Company and the Restricted Subsidiaries in cash during such fiscal
year (except to the extent attributable to (i) the incurrence of obligations in
respect of Capitalized Lease Obligations or otherwise financed by incurring
Indebtedness or (ii) Capital Expenditures paid with Net Cash Proceeds or Net
Equity Proceeds); minus (c) cash income taxes, cash asset taxes, cash penalties
in respect of non-payment or late payment of taxes and cash withholding taxes,
in each case payable by the Company and the Restricted Subsidiaries with respect
to such fiscal year; minus (d) cash used to make interest payments during such
fiscal year; minus (e) cash used during such fiscal year to repay principal of
the Senior Notes, the Floating Rate Debt, Capitalized Lease Obligations of the
Issuer and secured Indebtedness of the Issuer (excluding mandatory redemptions
of the Senior Notes during such fiscal year pursuant to Section 11.01(b)) or
other borrowings used to finance Capital Expenditures, provided that after
giving pro forma effect to the use of the amount of such Excess Cash to make
such mandatory redemptions and mandatory repayments, the balance of cash and
Cash Equivalents of the Company and the Restricted Subsidiaries shall not be
lower than the equivalent of 1.5% of net sales for such fiscal year, but in any
case not less than US$10,000,000. Excess Cash for any Excess Cash Redemption
Date shall be calculated using Peso amounts set forth in the applicable
financial statements prepared in accordance with GAAP and converted to Dollars
at the prevailing exchange rate on the date the Company is required by
applicable Law to file such financial statements with the CNV.

         "EXCESS CASH REDEMPTION AMOUNT" has the meaning specified in Section
11.01(b).

         "EXCESS CASH REDEMPTION DATE" has the meaning specified in Section
11.01(b).

         "EXCESS PROCEEDS OFFER" has the meaning set forth in Section 10.17.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCHANGE OFFER" means the exchange offer referred to in the Offering
Memorandum.

         "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

                                       12


         "EXEMPTED AFFILIATE TRANSACTION" means (i) transactions with any Person
that is an Affiliate of the Company or any Restricted Subsidiary solely as the
result of the Company's or such Restricted Subsidiary's Investment in such
Person, (ii) reasonable and customary regular compensation and fees to directors
of the Company or any such Restricted Subsidiary who are not employees of the
Company or any such Restricted Subsidiary, (iii) payments of salary, bonus and
other ordinary compensation in the ordinary course of business, to Affiliates of
the Company that are employees provided that such payments shall not exceed
US$2,000,000 (or the US Dollar Equivalent of such amount in other currencies) in
the aggregate in any fiscal year and (iv) any distribution to stockholders, as
stockholders, permitted by Section 10.11.

         "EXISTING BANK DEBT" means the Company's unsecured financial debt
originally issued to commercial banks and aggregating as to principal
approximately US$ 104,000,000 (or if non-US Dollar denominated, the US Dollar
Equivalent thereof) as of June 30, 2004.

         "EXISTING NOTES" means the Company's 11 3/4% Senior Notes due 2008.

         "FAIR MARKET VALUE" means, with respect to any security, asset or
property, the sale value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the relevant Person acting in good
faith, whose determination shall be conclusive and shall be evidenced by a Board
Resolution.

         "FEDERAL BANKRUPTCY CODE" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

         "FIXED CHARGES" means, for any period, the sum of (a) Consolidated
Interest Expense for such period, (b) all cash paid by the Company during such
period in respect of interest on any Indebtedness of any other Person guaranteed
by the Company or any of its Restricted Subsidiaries, and (c) all cash dividend
payments (and non-cash dividend payments in the case of any Restricted
Subsidiary) on any series of preferred stock of the Company or a Restricted
Subsidiary, in each case, on a consolidated basis and in accordance with GAAP.

         "FLOATING RATE DEBT" means the New Floating Rate Debt and the APE
Floating Rate Debt.

         "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means generally
accepted accounting principles in Argentina, consistently applied, that are in
effect from time to time. If any financial term is not addressed or identified
under GAAP, such term will be interpreted in accordance with U.S. generally
accepted accounting principles in effect at the time.

         "GLOBAL SENIOR NOTE" has the meaning specified in Section 2.01.

                                       13


         "GOVERNMENTAL AGENCY" means any public legal entity or public agency of
Argentina or the United States, whether created by federal, state or local
government, or any other legal entity now existing or hereafter created, or now
or hereafter owned or controlled, directly or indirectly, by any public legal
entity or public agency of Argentina or the United States.

         "GUARANTEE" means, as applied to any obligation, (a) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (b) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down under letters of credit. When used as a verb,
"guarantee" shall have a corresponding meaning.

         "GUARANTEED DEBT" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (i) to pay
or purchase such Indebtedness or to advance or supply funds for the payment or
purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Indebtedness or to assure the holder
of such Indebtedness against loss, (iii) to supply funds to, or in any other
manner invest in, the debtor (including any agreement to pay for property or
services to be acquired by such debtor irrespective of whether such property is
received or such services are rendered), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth, solvency
or other financial condition of the debtor or (v) otherwise to assure a creditor
against loss; provided that the term "guarantee" shall not include endorsements
for collection or deposit, in either case in the ordinary course of business, or
any obligation or liability of such Person in respect of leasehold interests
assigned by such Person to any other Person.

         "GUARANTEED OBLIGATIONS" means the obligations required by Section
12.01 to be guaranteed by a Subsidiary Guarantor.

         "GUARANTEED PARTIES" means all the persons who are now or who hereafter
become Holders and the Trustee under this Indenture.

         "HEDGING OBLIGATIONS" of any Person means the obligations of such
person pursuant to any Interest Rate Agreement or Currency Agreement.

         "HOLDER" or "HOLDER" means a Person in whose name a Senior Note is
registered in the Note Register.

         "INDEBTEDNESS" means, with respect to any Person, without duplication,
(a) all liabilities of such Person for borrowed money (including overdrafts) or
for the deferred purchase price of property or services, (b) all obligations of
such Person evidenced by

                                       14




bonds, notes, debentures or other similar instruments, (c) all indebtedness of
such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (d) all
Capitalized Lease Obligations of such Person, (e) all obligations of such Person
under or in respect of Interest Rate Agreements or Currency Agreements, (f) all
Indebtedness referred to in (but not excluded from) the preceding clauses of
other Persons and all dividends of other Persons, the payment of which is
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or with respect to
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness (the amount of such obligation being deemed to be
the lesser of the value of such property or asset or the amount of the
obligation so secured), (g) all Guaranteed Debt of such Person, and (h) all
Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued and unpaid dividends.
For purposes hereof, the "MAXIMUM FIXED REPURCHASE PRICE" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Redeemable Capital Stock as if such
Redeemable Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to the Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such fair market value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock. Indebtedness shall
exclude any liability for taxes and any accounts payable and other indebtedness
and obligations incurred in the ordinary course of business in connection with
the acquisition of goods and services but shall include, without limitation, all
obligations, contingent or otherwise, of such Person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities (other than obligations with
respect to trade letters of credit, acceptances or the like securing obligations
entered into in the ordinary course of business of such Person for the import of
equipment used in the business of such Person or inventory for sale to customers
to the extent such letters of credit, acceptances or the like are not drawn upon
or, if and to the extent drawn upon, such drawing is reimbursed to the lender no
later than the third Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit, acceptance or the
like by such lender).

         "INDENTURE" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "INDIVIDUAL ACCREDITED INVESTOR" means an individual who is an
"accredited investor" as defined in rule 501(a)(5) or (6) under the Securities
Act.

         "INSTITUTIONAL ACCREDITED INVESTOR" means a Person that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

                                       15


         "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Senior Notes.

         "INTEREST RATE AGREEMENTS" means any interest rate protection
agreements and other types of interest rate hedging agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements) designed to protect against or manage exposure to fluctuations in
interest rates.

         "INVESTMENT" means, with respect to any Person, any direct or indirect
advance, loan or other extension of credit (including by way of guarantee) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase, acquisition or ownership by such Person of any Capital
Stock, bonds, debentures or other securities or evidences of Indebtedness issued
or owned by, any other Person and all other items that would be classified as
investments on a balance sheet prepared in accordance with GAAP. In addition,
the Fair Market Value of the net assets of any Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary shall
be deemed to be an "INVESTMENT" made by the Company in such Unrestricted
Subsidiary at such time. "INVESTMENTS" shall exclude extensions of trade credit
on commercially reasonable terms in accordance with normal trade practices and
guarantees of Indebtedness that are permitted under Section 10.10 hereof.

         "LAW" means any constitution, treaty, convention, statute, law, code,
ordinance, decree, order, determination, rule, regulation, guideline,
interpretation, direction, policy or request, or judicial or arbitral decision,
judgment or award.

         "LIEN" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation, assignment for
security, claim, or preference or priority or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired. A Person shall be deemed to own subject to a Lien
any property which such Person has acquired or holds subject to the interest of
a vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.

         "LIQUIDATED DAMAGES" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "LOAN AGREEMENT" means the Loan Agreement dated as of October 22, 2004
among the Company, the Subsidiary Guarantors, the financial institutions party
thereto and Banco Societe Generale S.A., as Administrative Agent.

         "MASTELLONE" or "COMPANY" means the Person named as the "COMPANY" in
the first paragraph of this Indenture, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "COMPANY" shall mean such successor Person.

         "MATURITY" means, with respect to any Senior Note, the date on which
any principal of such Senior Note becomes due and payable as therein provided or
as

                                       16


provided in this Indenture, whether at the Stated Maturity with respect to
such principal or by declaration of acceleration, call for redemption or
purchase or otherwise (including pursuant to a Change of Control Offer or an
Excess Proceeds Offer).

         "MOODY'S" means Moody's Investors Service, Inc. and its successors.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of, or stock or other
assets when disposed of for, cash or Cash Equivalents (except to the extent that
such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary), net of (i) brokerage commissions and other fees and
expenses (including fees and expenses of legal counsel and investment banks)
related to such Asset Sale, (ii) provisions for all taxes payable as a result of
such Asset Sale, (iii) payments made to retire Indebtedness where payment of
such Indebtedness is secured by the assets or properties the subject of such
Asset Sale, (iv) amounts required to be paid to any Person (other than the
Company or any Restricted Subsidiary) owning a beneficial interest in the assets
subject to the Asset Sale and (v) appropriate amounts to be provided by the
Company or any Restricted Subsidiary, as the case may be, as a reserve, whether
or not required by GAAP, against any liabilities associated with such Asset Sale
and retained by the Company or any Restricted Subsidiary, as the case may be,
after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, all as reflected in an Officers' Certificate delivered to the
Trustee.

         "NET EQUITY PROCEEDS" means, with respect to any sale of Qualified
Capital Stock by the Company or any sale of Qualified Capital Stock by any
Restricted Subsidiary to parties other than the Company and the Restricted
Subsidiaries, the aggregate net proceeds received in cash, after the payment of
expenses, commissions and the like incurred in connection therewith. If
Redeemable Capital Stock or Indebtedness is converted into Qualified Capital
Stock, the amount so converted shall be deemed to be Net Equity Proceeds
received at the time of conversion.

         "NET INDEBTEDNESS" means, at any date of determination, the excess, if
any, of the amount of Indebtedness of the Company at such date over the amount
of cash and Cash Equivalents of the Company at such date, all as determined on a
consolidated basis for the Company and its Restricted Subsidiaries in accordance
with GAAP.

         "NEW FLOATING RATE DEBT" means the Company's Collateralized Senior
Floating Rate Amortizing Debt due 2011 which is to be outstanding under the Loan
Agreement and is defined therein as "New Floating Rate Debt".

         "NON-PARTICIPATING EXISTING BANK DEBT" means Existing Bank Debt which
was not accepted by the Company in the Cash Tender Offer or the Exchange Offer.
The Non-participating Existing Bank Debt is described in Schedule III.

                                       17


         "NON-PARTICIPATING EXISTING NOTES" means Existing Notes which were not
accepted by the Company in the Cash Tender Offer or the Exchange Offer. The
Non-participating Existing Notes are described in Schedule III.

         "NON-RECOURSE DEBT" means Indebtedness as to which neither the Company
nor any of its Restricted Subsidiaries (other than the Securitization
Subsidiary) (a) provides direct credit support (including any undertaking,
agreement or instrument that would constitute Indebtedness), or (b) is directly
or indirectly liable (as a guarantor or otherwise) (other than the
Securitization Subsidiary).

         "NON-RECOURSE PURCHASE MONEY INDEBTEDNESS" means Purchase Money
Indebtedness to the extent that such Indebtedness is non-recourse to the Company
or any of its Restricted Subsidiaries or any of their respective assets other
than the assets financed with the proceeds thereof.

         "NON-U.S. PERSON" means a person who is not a U.S. person as defined in
Regulation S.

         "NOTE REGISTER" has the meaning specified in Section 3.05.

         "OFFERING MEMORANDUM" means the Company's Offering Memorandum and Proxy
Solicitation Statement dated March 5, 2004, as modified and supplemented from
time to time through the Original Issue Date of the Series A-1 Senior Notes and
the Series B-1 Senior Notes.

         "OFFICERS' CERTIFICATE" means a certificate signed by two Authorized
Officers of the Company, and delivered to the Trustee.

         "OFFSHORE GLOBAL SENIOR NOTE" has meaning specified in Section 2.01.

         "OFFSHORE PHYSICAL SENIOR NOTE" has the meaning specified in Section
2.01.

         "OFFSHORE SENIOR NOTE" has the meaning specified in Section 2.01.

         "OFFSHORE SENIOR NOTE RESTRICTED PERIOD" has the meaning specified in
Section 2.02.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company, and who shall be
acceptable to the Trustee.

         "ORIGINAL ISSUE DATE" with respect to any series of Senior Notes means
the date of original issuance of the Senior Notes of such series.

         "OUTSTANDING", when used with respect to the Senior Notes, means, as of
the date of determination, all Senior Notes theretofore authenticated and
delivered under this Indenture, except:

                                       18


                  (i) Senior Notes theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                  (ii) Senior Notes, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Senior
         Notes; provided that, if such Senior Notes are to be redeemed, notice
         of such redemption has been duly given pursuant to this Indenture or
         provision therefor satisfactory to the Trustee has been made;

                  (iii) Senior Notes, except to the extent provided in Sections
         13.02 and 13.03, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Thirteen;
         and

                  (iv) Senior Notes which have been paid pursuant to Section
         3.10 or in exchange for or in lieu of which other Senior Notes have
         been authenticated and delivered pursuant to this Indenture, other than
         any such Senior Notes in respect of which there shall have been
         presented to the Trustee proof satisfactory to it that such Senior
         Notes are held by a bona fide purchaser in whose hands the Senior Notes
         are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Senior Notes have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Senior Notes
owned by the Company or any other obligor upon the Senior Notes or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Senior Notes which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. The Company shall notify the Trustee in writing when it repurchases
or otherwise acquires Senior Notes, of the aggregate principal amount of such
Senior Notes so repurchased or otherwise acquired.

         "PAYING AGENT" means the Person named as Paying Agent in the first
paragraph of this Indenture, any successor thereof, and any Person authorized by
the Company to pay the principal of or interest on any Senior Notes on behalf of
the Company, including the Principal Paying Agent.

         "PARI PASSU INDEBTEDNESS" means (a) with respect to the Senior Notes,
Indebtedness which ranks pari passu in right of payment to the Senior Notes, and
(b) with respect to any Subsidiary Guarantee, Indebtedness which ranks pari
passu in right of payment to such Subsidiary Guarantee.

         "PERMITTED CAPITAL EXPENDITURES" means (a) (i) for each of the
Company's fiscal years 2004 through 2006, US$8,000,000 (or the US Dollar
Equivalent of such

                                       19




amount in other currencies) and (ii) for each of the Company's fiscal years 2007
through 2012, US$10,000,000 (or the US Dollar Equivalent of such amount in other
currencies), plus (b) the amount (if any) by which (i) the aggregate amount of
Permitted Capital Expenditures for all of the preceding fiscal years exceeds
(ii) the aggregate amount of Capital Expenditures actually made during such
fiscal years (excluding those made by application of Net Cash Proceeds or Net
Equity Proceeds) (calculated based on the exchange rate in effect at the end of
the Company's most recently completed fiscal quarter). For the purposes of this
definition, Capital Expenditures shall not include capital expenditures financed
by means of a specific financial facility, and shall include the installments
corresponding to the facilities previously deducted.

         "PERMITTED HOLDERS" means Pascual Mastellone, Victorio Mastellone, Jose
Mastellone, Dallpoint (but only for so long as the beneficial holders of
Dallpoint's equity capital on the Original Issue Date of the Series A-1 Senior
Notes and the Series B-1 Senior Notes and their Permitted Transferees own
beneficially a majority of Dallpoint's equity) and their respective Permitted
Transferees.

         "PERMITTED INDEBTEDNESS" means any of the following:

                  (a) Indebtedness of the Company under any revolving line of
credit in an aggregate principal amount not to exceed at any time outstanding
the greater of (I) US$15,000,000 (or to the extent non-US Dollar denominated,
the US Dollar Equivalent of such amount) and (II) the excess of (x) the higher
of (1) 50% of the net book value of accounts receivable or (2) 100% of the net
book value of export third-party receivables on a consolidated basis in
accordance with GAAP over (y) the US Dollar Equivalent of the amount of
financing outstanding under any Permitted Receivables Financing;

                  (b) Indebtedness of the Company pursuant to the Senior Notes
and the Floating Rate Debt, including any Subsequent Senior Notes issued
pursuant to this Indenture;

                  (c) Indebtedness of the Company outstanding on the Original
Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior Notes (any
such Indebtedness the principal amount of which is in excess of US$1,000,000
(or, to the extent non-US Dollar denominated, the US Dollar Equivalent of such
amount) being listed on a schedule hereto);

                  (d) Indebtedness of the Company owing to any wholly owned
Restricted Subsidiary other than a Securitization Subsidiary; provided that any
Indebtedness of the Company owing to any such Restricted Subsidiary is made
pursuant to an intercompany note and is subordinated in right of payment from
and after such time as the Senior Notes shall become due and payable (whether at
Stated Maturity, acceleration or otherwise) to the payment and performance of
the Company's obligations under the Senior Notes; provided further that (i) any
disposition, pledge or transfer of any such Indebtedness to a Person (other than
a disposition, pledge or transfer to the Company or another wholly owned
Restricted Subsidiary other than a Securitization Subsidiary) or (ii) the
occurrence of any event by which such Subsidiary ceases to be a


                                       20


Restricted Subsidiary (by way of designation or the subsequent issuance (other
than directors' qualifying shares), sale, transfer or other disposition of any
Capital Stock or any other event which results in any such Subsidiary ceasing to
be a Subsidiary), shall be deemed to be an incurrence of such Indebtedness by
the Company not permitted by this clause (d);

                  (e) Indebtedness of the Company under Interest Rate Agreements
relating to Indebtedness of the Company otherwise permitted under the Indenture
that are entered into for the purpose of protecting against fluctuations in
interest rates in respect of such Indebtedness and not for speculative purposes;

                  (f) Indebtedness of the Company under Currency Agreements,
provided that (x) such Currency Agreements relate to Indebtedness otherwise
permitted under the Indenture or the purchase price of goods purchased or sold
by the Company in the ordinary course of its business and (y) such Currency
Agreements do not increase the Indebtedness or other obligations of the Company
outstanding other than as a result of fluctuations in foreign currency exchange
rates or by reason of fees, indemnities and compensation payable thereunder;

                  (g) Indebtedness of the Company or any of its Restricted
Subsidiaries incurred in respect of bankers' acceptances and letters of credit
provided in the ordinary course of business, provided that the aggregate
principal amount of all Indebtedness incurred pursuant to this clause does not
exceed US$10,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount) outstanding at any one time;

                  (h) Indebtedness of the Company in respect of performance,
surety or appeal bonds provided in the ordinary course of business (in each case
other than for an obligation for borrowed money);

                  (i) the incurrence by the Company of Indebtedness which serves
to refund, refinance or replace (each such incurrence, for purposes of this
clause, a "refinancing"), or successively refinance, any Indebtedness incurred
by the Company as permitted under paragraph (a) of Section 10.10 hereof (other
than Permitted Indebtedness) and clauses (b) and (c) above (in the case of a
refinancing of the Floating Rate Debt, subject to compliance with Section 10.22)
or any Indebtedness of a Restricted Subsidiary incurred as permitted under the
definition of "Permitted Subsidiary Indebtedness" (other than Indebtedness under
clause (b) of such definition), so long as (i) any such new Indebtedness shall
be in a principal amount that does not exceed the principal amount (or, if such
Indebtedness being refinanced provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration thereof,
such lesser amount as of the date of determination) so refinanced, (ii) in the
case of any refinancing of Pari Passu Indebtedness or Subordinated Indebtedness,
such new Indebtedness is (A) in the case of any refinancing of Pari Passu
Indebtedness, expressly made pari passu with or subordinate in right of payment
to the Senior Notes and (B) in the case of any refinancing of Subordinated
Indebtedness, made subordinate to the Senior Notes at least to the same extent
as the Subordinated

                                       21



Indebtedness being refinanced and (iii) such new Indebtedness has an Average
Life longer than the Average Life of the Indebtedness being refinanced and a
final Stated Maturity later than the final Stated Maturity of the Indebtedness
being refinanced;

                  (j) to the extent considered Indebtedness, contractual
obligations of the Company arising under any Permitted Receivables Financing as
permitted by the Indenture;

                  (k) Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate principal amount not in excess of US$20,000,000
(or, to the extent non-US dollar denominated, the US Dollar Equivalent of such
amount) at any one time outstanding;

                  (l) Indebtedness of the Company, any portion of which is
guaranteed by any export credit agency, in an aggregate principal amount not in
excess of US$20,000,000 at any time outstanding (or, to the extent non-US Dollar
denominated, the US Dollar Equivalent of such amount);

                  (m) Indebtedness in respect of Non-Recourse Purchase Money
Indebtedness incurred by the Company or any Restricted Subsidiary in aggregate
principal amount not in excess of US$15,000,000 (or, to the extent non-US Dollar
denominated, the US Dollar Equivalent of such amount); and

                  (n) Permitted Subsidiary Indebtedness.

         "PERMITTED INVESTMENTS" means any Investment by the Company or any
Restricted Subsidiary in any of the following:

                  (a) Cash Equivalents;

                  (b) the Company, any Restricted Subsidiary or, to the extent
required in connection with a Permitted Receivables Financing, a Securitization
Subsidiary (provided that the aggregate amount of Investments made in reliance
on clause (b) or (c) of this definition in any Restricted Subsidiary that is not
a Subsidiary Guarantor shall not exceed US$10,000,000 (or, to the extent non-US
Dollar denominated, the US Dollar Equivalent of such amount));

                  (c) another Person, if as a result of such Investment (i) such
other Person becomes a Restricted Subsidiary or (ii) such other Person is merged
or consolidated with or into, or transfers or conveys all or substantially all
of its assets to, the Company or a Restricted Subsidiary; provided that if,
prior to such Investment, such Person is an Affiliate of the Company, after
giving effect to such Investment, the Company could incur at least a US$1.00 of
additional Indebtedness (other than Permitted Indebtedness) in accordance with
the provisions hereof exclusive of Section 10.10 (a)(ii)(y)(2);

                  (d) loans or advances made to employees or any directors of
the Company who are not Affiliates of the Company or any Restricted Subsidiary
in the

                                       22


ordinary course of business in an aggregate amount not to exceed US$1,000,000
(or, to the extent non-US Dollar denominated, the US Dollar Equivalent of such
amount) at any one time outstanding;

                  (e) Interest Rate Agreements or Currency Agreements which
constitute Permitted Indebtedness or Permitted Subsidiary Indebtedness;

                  (f) an amount not to exceed US$5,000,000 (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount) at any one
time outstanding invested in any business reasonably related to the business of
the Company on the Original Issue Date of the Series A-1 Senior Notes and the
Series B-1 Senior Notes;

                  (g) extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

                  (h) pledges or deposits required in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security;

                  (i) pledges or deposits in connection with (i) the
non-delinquent performance of bids, trade contracts (other than for borrowed
money), leases or statutory obligations, (ii) contingent obligations on surety
or appeal bonds, and (iii) other non-delinquent obligations of a like nature, in
each case incurred in the ordinary course of business;

                  (j) customary Investments required by the terms of any
Permitted Receivables Financing to the extent such Investments are made in the
ordinary course and pursuant to ordinary business terms relating to transactions
of such nature and do not exceed US$1,000,000 (or, to the extent non-US Dollar
denominated, the US Dollar Equivalent of such amount) in the aggregate;

                  (k) Investments consisting of non-cash consideration received
in the form of securities, notes or similar obligations in connection with an
Asset Sale permitted by Section 10.17 hereof, provided that the aggregate amount
of such non-cash consideration received in connection with any such Asset Sale
shall not exceed the amount permitted under Section 10.17 hereof;

                  (l) an amount not to exceed US$5,000,000 (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount) at any one
time outstanding;

                  (m) an amount not to exceed US$5,000,000 (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount) at any one
time outstanding in respect of advances, loans or extensions of credit in the
ordinary course of business to suppliers to the Company or any Restricted
Subsidiary; and

                                       23


                  (n) Investments in Senior Notes acquired in the open market.

         "PERMITTED LIENS" means the following types of Liens:

                  (a) Liens existing as of the Original Issue Date of the Series
A-1 Senior Notes and the Series B-1 Senior Notes;

                  (b) Liens on property or assets of the Company or any
Restricted Subsidiary securing Indebtedness and all other obligations under any
revolving line of credit referred to in clause (a) of the definition of
"PERMITTED INDEBTEDNESS" or under Interest Rate Agreements or Currency
Agreements which constitute Permitted Indebtedness or Permitted Subsidiary
Indebtedness;

                  (c) Liens on any property or assets of a Restricted Subsidiary
granted in favor of the Company or any wholly owned Subsidiary Guarantor;

                  (d) Liens on any property or assets of the Company or any
Restricted Subsidiary securing the Senior Notes or the Subsidiary Guarantees;

                  (e) Liens securing Purchase Money Indebtedness, provided that
such Liens extend only to the property being acquired and such Lien is created
within 90 days of the purchase of such property;

                  (f) statutory Liens of landlords and carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen or other similar Liens arising in
the ordinary course of business of the Company or any Restricted Subsidiary and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate proceeding, if a reserve or other appropriate provision, if any, as
shall be required in conformity with GAAP shall have been made therefor;

                  (g) Liens for taxes, assessments, government charges or claims
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted and if a reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor;

                  (h) easements, rights-of-way, restrictions and other similar
charges or encumbrances not interfering in any material respect with the
business of the Company or any Restricted Subsidiary incurred in the ordinary
course of business;

                  (i) Liens arising out of judgments or orders that have been
adequately bonded or with respect to which a stay of execution (or the
equivalent thereof under Argentine law) has been obtained pending an appeal or
proceeding for review;

                  (j) Liens securing Acquired Indebtedness created prior to (and
not in connection with or in contemplation of) the incurrence of such
Indebtedness by the Company or any Restricted Subsidiary, provided that such
Lien does not extend to any property or assets of the Company or any Restricted
Subsidiary other than the assets acquired in connection with the incurrence of
such Acquired Indebtedness;

                                       24


                  (k) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security;

                  (l) Liens securing reimbursement obligations of the Company or
any Restricted Subsidiary with respect to letters of credit that encumber
documents and other property relating to such letters of credit and the products
and proceeds thereof;

                  (m) Liens incurred or deposits made to secure the performance
of tenders, bids, leases, statutory or regulatory obligations, surety and appeal
bonds, contracts (other than for Indebtedness), performance and return-of-money
bonds and other obligations of a similar nature incurred in the ordinary course
of business (exclusive of obligations for the payment of borrowed money);

                  (n) Liens in favor of customs and revenue authorities arising
as a matter of law to secure payment of customs duties in connection with the
importation of goods;

                  (o) Liens arising solely by virtue of any statutory provision
relating to banker's liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depository
institution, provided, however, that such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against access by the
Company or any of its Restricted Subsidiaries;

                  (p) to the extent considered giving rise to Liens on the
assets of the Company or its Restricted Subsidiaries, Liens on Receivables and
Related Assets incurred in connection with a Permitted Receivables Financing;

                  (q) Liens on Capital Stock of Promas S.A. securing amounts
owed to the Argentine Government in respect of taxes the payment of which has
been deferred pursuant to an agricultural incentive program to fund a portion of
the Company's investment in Promas S.A.; and

                  (r) any extension, renewal or replacement, in whole or in
part, of any Lien described in the foregoing clauses (a) through (q); provided
that any such extension, renewal or replacement shall be no more restrictive in
any material respect than the Lien so extended, renewed or replaced and shall
not extend to any additional property or assets not intended to be covered by
such Lien.

                  "PERMITTED RECEIVABLES FINANCING" means a transaction or
series of transactions (including amendments, supplements, extensions, renewals,
replacements, refinancings or modifications thereof) designed to afford the
Company a source of working capital liquidity pursuant to which (a) a
Securitization Subsidiary purchases Receivables and Related Assets from the
Company or any Restricted Subsidiary and finances such Receivables and Related
Assets through the issuance of indebtedness or equity interests or through the
sale of the Receivables and Related Assets or a fractional undivided interest
therein or (b) the Company or a Restricted Subsidiary finances Receivables and
Related Assets through the sale of the Receivables and Related Assets or
fractional

                                       25




undivided interests therein; provided that (i) the documentation in respect of
such Permitted Receivables Financing shall not provide for financing of more
than the US Dollar Equivalent of US$15,000,000, (ii) the Board of Directors
shall have determined in good faith that such Permitted Receivables Financing is
economically fair and reasonable to the Company, (iii) all sales of Receivables
and Related Assets or fractionalundivided interests therein, if any, are made at
Fair Market Value, which shall be an amount not less than 85% of the aggregate
face amount of the Receivables and Related Assets or fractional undivided
interests therein sold, provided that if Receivables and Related Assets or
fractional undivided interests therein are sold in connection with a Permitted
Receivables Financing for less than 85% of their aggregate face amount, the
foregoing 85% limit will not apply so long as the Company obtains a written
opinion from an investment banking firm recognized in Argentina or an accounting
firm, in each case unaffiliated with the Company, to the effect that such sale
is at least at fair market value, (iv) the financing terms, covenants,
termination events and other provisions thereof shall be market terms (as
determined in good faith by the Board of Directors), (v) no portion of any
Indebtedness of a Securitization Subsidiary is Indebtedness other than
Non-Recourse Debt (other than recourse for customary representations,
warranties, covenants and indemnities, none of which shall relate to the
collectibility of the Receivables and Related Assets) and (vi) neither the
Company nor any Restricted Subsidiary (other than such Securitization
Subsidiary) has any obligation to maintain or preserve the Securitization
Subsidiary's financial condition or cause the Securitization Subsidiary to
achieve certain levels of operating results.

         "PERMITTED SUBSIDIARY INDEBTEDNESS" means any of the following:

                  (a) Indebtedness of any Restricted Subsidiary outstanding on
the Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes (any such Indebtedness the principal amount of which is in excess of
US$1,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount) being listed on a schedule hereto);

                  (b) Indebtedness of a Restricted Subsidiary (in the case of a
Securitization Subsidiary, solely to the extent such Indebtedness is incurred
pursuant to a Permitted Receivables Financing) owing to the Company, or a wholly
owned Restricted Subsidiary other than a Securitization Subsidiary; provided
that any such Indebtedness is made pursuant to an intercompany note; provided
further that any disposition, pledge or transfer of any such Indebtedness to a
Person (other than a disposition, pledge or transfer to the Company or a wholly
owned Restricted Subsidiary other than a Securitization Subsidiary), shall be
deemed to be an incurrence of such Indebtedness by such Restricted Subsidiary
not permitted by this clause (b);

                  (c) Indebtedness (including guarantees) of a Restricted
Subsidiary under Interest Rate Agreements relating to Indebtedness of such
Restricted Subsidiary otherwise permitted under the Indenture that are entered
into for the purpose of protecting against fluctuations in interest rates in
respect of such Indebtedness and not for speculative purposes;

                                       26


                  (d) Indebtedness (including guarantees) of a Restricted
Subsidiary under Currency Agreements, provided that (x) such Currency Agreements
relate to Indebtedness otherwise permitted under the Indenture or the purchase
price of goods purchased or sold by such Restricted Subsidiary in the ordinary
course of its business and (y) such Currency Agreements do not increase the
Indebtedness or other obligations of such Restricted Subsidiary outstanding
other than as a result of fluctuations in foreign currency exchange rates or by
reason of fees, indemnities and compensation payable thereunder;

                  (e) Indebtedness of any Subsidiary Guarantor under its
Subsidiary Guarantee of the Senior Notes or its guarantee of the Floating Rate
Debt as contemplated by the Loan Agreement;

                  (f) guarantees by any Subsidiary Guarantor of Indebtedness
incurred by the Company in compliance with (i) paragraph (a) of Section 10.10
hereof (other than Permitted Indebtedness) or (ii) clause (a) or (k) of the
definition of "Permitted Indebtedness" to the extent the obligations of such
Subsidiary Guarantor under such guarantees are pari passu with the Subsidiary
Guarantee of such Subsidiary Guarantor;

                  (g) Indebtedness of any Restricted Subsidiary in respect of
performance, surety or appeal bonds incurred in the ordinary course of business
(in each case other than for an obligation for borrowed money);

                  (h) the incurrence by a Restricted Subsidiary of Indebtedness
which serves to refund, refinance or replace (each such incurrence, for purposes
of this clause, a "refinancing"), or successively refinances any Indebtedness
incurred as permitted under clause (a), (f) or (k), so long as (i) any such new
Indebtedness shall be in a principal amount that does not exceed the principal
amount (or, if such Indebtedness being refinanced provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration thereof, such lesser amount as of the date of determination) so
refinanced, (ii) in the case of any refinancing of any Subsidiary Guarantee, any
Pari Passu Indebtedness or any Subordinated Indebtedness of such Restricted
Subsidiary, such new Indebtedness is (A) in the case of any refinancing of the
Subsidiary Guarantee or Pari Passu Indebtedness of such Restricted Subsidiary,
expressly made pari passu with or subordinate in right of payment to the
Subsidiary Guarantee, and (B) in the case of any refinancing of Subordinated
Indebtedness, made subordinate to the Subsidiary Guarantee of such Restricted
Subsidiary at least to the same extent as the Subordinated Indebtedness being
refinanced and (iii) such new Indebtedness has an Average Life longer than the
Average Life of the Indebtedness being refinanced and a final Stated Maturity
later than the final Stated Maturity of the Indebtedness being refinanced;

                  (i) the incurrence of Indebtedness in a Permitted Receivables
Financing; and

                  (j) Acquired Indebtedness of any Restricted Subsidiary,
provided that after giving effect to the incurrence thereof, the Company could
incur at least US$1.00 of


                                       27




Indebtedness (other than Permitted Indebtedness) in accordance with the
provisions hereof exclusive of Section 10.10 (a)(ii)(y)(2).

         "PERMITTED TRANSFEREES" means, with respect to any Person: (i) in the
case of any Person who is a natural person, such individual's spouse or children
(natural or adopted), any trust for such individual's benefit or the benefit of
such individual's spouse or children (natural or adopted), or any corporation or
partnership all of the direct and beneficial equity ownership of which is held
by one or more Permitted Holders; (ii) in the case of any Person who is a
natural person, the heirs, executors, administrators or personal representatives
upon the death of such Person or upon the incompetency or disability of such
Person for purposes of the protection and management of such individual's
assets; and (iii) in the case of any Person who is not a natural person, any
Affiliate of such Person.

         "PERSON" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof or any other entity.

         "PERSONAL ASSET TAXES" means taxes imposed pursuant to the Personal
Asset Tax Law of Argentina No. 23,966, as amended from time to time, and as
modified by governmental decree or otherwise.

         "PHYSICAL SENIOR NOTE" has the meaning specified in Section 2.01.

         "PLEDGE AGREEMENT" means the "contrato de prenda" among the Collateral
Agent and all shareholders of the Company securing ratably and on a first
priority basis the Senior Notes and to be governed and construed in accordance
with Argentine law, substantially in the form of Exhibit A hereto.

         "PREDECESSOR SENIOR NOTE" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 3.11 in
exchange for a mutilated security or in lieu of a lost, destroyed or stolen
Senior Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Senior Note.

         "PREFERRED STOCK" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
such Person's preferred or preference stock whether now outstanding, or issued
after the Original Issue Date of the Series A-1 Senior Notes and the Series B-1
Senior Notes, and including, without limitation, all classes and series of
preferred or preference stock of such Person.

         "PRINCIPAL PAYING AGENT" means the Person named as the "PRINCIPAL
PAYING AGENT" in the first paragraph of this Indenture, and any successor
Principal Paying Agent.

         "PRIVATE PLACEMENT LEGEND" has the meaning specified in Section 2.02.

                                       28


         "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company or any
of its Restricted Subsidiaries incurred (a) to finance the purchase of any
assets of the Company or any of its Restricted Subsidiaries within 90 days of
such purchase, (b) to the extent the amount of Indebtedness thereunder does not
exceed 100% of the purchase cost of such assets, (c) to the extent the purchase
cost of such assets is or should be included in "additions to property, plant
and equipment" in accordance with GAAP, and (d) to the extent the purchase of
such assets is not part of an acquisition of any Person.

         "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" under Rule 144A.

         "QUALIFIED CAPITAL STOCK" of any person means any and all Capital Stock
of such person other than Redeemable Capital Stock.

         "QUALIFIED EQUITY OFFERING" means an offer and sale of common stock
(which is Qualified Capital Stock) or American Depositary Shares of the Company
pursuant to a registration statement that has been declared effective by the
Commission pursuant to the Securities Act (other than a registration statement
on Form S-8 or otherwise relating to equity securities issuable under any
employee benefit plan of the Company) or in compliance with the Argentine Law
No. 17,811, as amended, that results in at least 20% of the total voting power
of all Voting Stock of the Company having been sold to the public, provided that
the offering price of the shares or American Depositary Shares of the Company
which are sold in such offering shall equal at least US$20 million or the
equivalent in Pesos.

         "RECEIVABLES AND RELATED ASSETS" mean accounts receivable and
instruments, chattel paper, obligations, general intangibles and other similar
assets, in each case, relating to such receivables, including interest in
merchandise or goods, the sale or lease of which gave rise to such receivables,
related contractual rights, guarantees, insurance proceeds, collections, other
related assets and proceeds of all of the foregoing.

         "REDEEMABLE CAPITAL STOCK" means any class or series of Capital Stock
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to one year after the final Stated Maturity of the Senior Notes or is redeemable
at the option of the holder thereof at any time prior to one year after such
final Stated Maturity, or is convertible into or exchangeable for debt
securities at any time prior to one year after such final Stated Maturity.

         "REDEMPTION DATE", when used with respect to any Senior Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

         "REDEMPTION PRICE", when used with respect to any Senior Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                                       29


         "REGISTERED EXCHANGE OFFER" means the offer by the Company to Holders
of Series A-1 Senior Notes and Series B-1 Senior Notes to exchange them for
Series A-2 Senior Notes and Series B-2 Senior Notes, respectively.

         "REGISTRAR" means Banco Rio de la Plata S.A., until a successor
Registrar shall have become such pursuant to the applicable provisions of this
Indenture, and, thereafter, "REGISTRAR" shall mean such successor Registrar.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of the Original Issue Date of the Series A-1 Senior Notes and the
Series B-1 Senior Notes by the Company for the benefit of the holders of the
Series A-1 Senior Notes and Series B-1 Senior Notes providing for certain
registration rights for the Series A-1 Senior Notes and the Series B-1 Senior
Notes.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the June 15 or December 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

         "REGULATION S" means Regulation S under the Securities Act.

         "RESALE RESTRICTION TERMINATION DATE" means the date which is two years
(or such other time as permitted under Rule 144(k) of the Securities Act or any
successor thereto) after the later of the Original Issue Date of the Series A-1
Senior Notes and the Series B-1 Senior Notes and the last date on which the
Company or any Affiliate of the Company was the owner of such Senior Notes (or
any Predecessor Senior Note thereto).

         "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, (a)
any officer within the corporate trust department of the Trustee including any
vice president, assistant vice president, treasurer, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and (b) who shall have direct responsibility for the administration of
this Indenture.

         "RESTRICTED SUBSIDIARY" means any direct or indirect Subsidiary of the
Company other than an Unrestricted Subsidiary.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SALE AND LEASEBACK TRANSACTION" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.

                                       30


         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and the rules and regulations thereunder.

         "SECURITIZATION SUBSIDIARY" means a wholly owned Subsidiary of the
Company (a) that is designated (as set forth below) as a "SECURITIZATION
SUBSIDIARY" by the Board of Directors of the Company, (b) that does not engage
in, and whose charter prohibits it from engaging in, any activities other than
Permitted Receivables Financings, (c) no portion of the Indebtedness or any
other obligation (contingent or otherwise) of which (i) is guaranteed by the
Company or any other Restricted Subsidiary of the Company, (ii) is recourse to
or obligates the Company or any other Restricted Subsidiary of the Company in
any way other than pursuant to customary representations, warranties, covenants
and indemnities entered into in connection with a Permitted Receivables
Financing or (iii) subjects any property or asset of the Company or any other
Restricted Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to customary
representations, warranties, covenants and indemnities entered into in
connection with a Permitted Receivables Financing, (d) with which neither the
Company nor any other Restricted Subsidiary of the Company has any material
contract, agreement, arrangement or understanding other than on terms no less
favorable to the Company or such Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company and (e) with respect
to which neither the Company nor any other Restricted Subsidiary of the Company
has any obligation to maintain or preserve such Securitization Subsidiary's
financial condition or cause such Securitization Subsidiary to achieve certain
levels of operating results. Any such designation by the Board of Directors of
the Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions.

         "SENIOR NOTES" has the meaning specified in the Recitals of the Company
and the Trustee.

         "SENIOR NOTES EXCESS PROCEEDS AMOUNT" has the meaning specified in
Section 10.17.

         "SERIES A SENIOR NOTES" means the Series A-1 Senior Notes and the
Series A-2 Senior Notes, as may be appropriate.

         "SERIES A-1 SENIOR NOTES" has the meaning specified in the Recitals of
the Company and the Trustee.

         "SERIES A-2 SENIOR NOTES" has the meaning specified in the Recitals of
the Company and the Trustee.

         "SERIES B SENIOR NOTES" means the Series B-1 Senior Notes and the
Series B-2 Senior Notes, as may be appropriate.

         "SERIES B-1 SENIOR NOTES" has the meaning specified in the Recitals of
the Company and the Trustee.

                                       31


         "SERIES B-2 SENIOR NOTES" has the meaning specified in the Recitals of
the Company and the Trustee.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in the
Registration Rights Agreement.

         "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes, except all references to "10 percent" in such definition shall be changed
to "3 percent".

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.12.

         "STATED MATURITY" means, when used with respect to any Senior Note or
any installment of interest thereon, the date specified in such Senior Note as
the fixed date on which the principal of such Senior Note or such installment of
interest is due and payable, and, when used with respect to any other
Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.

         "SUBORDINATED INDEBTEDNESS" means (i) when used with respect to the
Company, Indebtedness of the Company that is expressly subordinated in right of
payment to the Senior Notes and (ii) when used with respect to any Restricted
Subsidiary, Indebtedness of such Restricted Subsidiary that is expressly
subordinated in right of payment to such Restricted Subsidiary's Subsidiary
Guarantee.

         "SUBSEQUENT SENIOR NOTES" has the meaning specified in Section 2.01.

         "SUBSEQUENT GLOBAL SENIOR NOTES" has the meaning specified in Section
2.01.

         "SUBSEQUENT PHYSICAL SENIOR NOTES" has the meaning specified in Section
2.01.

         "SUBSIDIARY" means, with respect to any specific Person, another Person
a majority of the equity ownership or Voting Stock of which is at the time
owned, directly or indirectly, by such specified Person or by one or more other
Subsidiaries of such specified Person or by such specified Person and one or
more other Subsidiaries of such specified Person or which is otherwise
controlled by such specified Person or by one or more other Subsidiaries of such
specified Person or by such specified Person and one or more other Subsidiaries
of such specified Person.

         "SUBSIDIARY GUARANTEE" means the guarantee by the Company's existing or
future direct or indirect Restricted Subsidiaries of the obligations of the
Company under this Indenture and the Senior Notes in accordance with the
provisions of this Indenture.

         "SUBSIDIARY GUARANTOR" means any Restricted Subsidiary that has (i)
been designated as a "Subsidiary Guarantor" of the Senior Notes under this
Indenture by



                                       32


resolution of the Board of Directors of the Company, (ii) has executed and
delivered this Indenture as a Subsidiary Guarantor or has executed and delivered
to the Trustee a supplemental indenture in form and substance reasonably
satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
have agreed to guarantee all of the obligations of the Company with respect to
the Senior Notes issued under such Indenture on the terms set forth in Article
12 and (iii) delivered to the Trustee an opinion of counsel reasonably
satisfactory to the Trustee to the effect that this Indenture or such
supplemental indenture, as the case may be, has been duly executed and delivered
by such Restricted Subsidiary and, in the case of a supplemental indenture, is
in compliance with the terms of this Indenture.

         "SUPERVISORY COMMITTEE" means the committee of statutory auditors
appointed by the shareholders of the Company.

         "SURVIVING ENTITY" has the meaning specified in Section 8.01(a)(i).

         "TAXES" has the meaning set forth in Section 3.01.

         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended, as in force at the date of the Indenture.

         "TRUSTEE" means the Person named as the "TRUSTEE" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"TRUSTEE" shall mean such successor Trustee.

         "TYPE". A Senior Note shall be deemed to be of the same "Type" as
another Senior Note if both are (i) of the same Series, (ii) Global Senior Notes
or Physical Senior Notes and (iii) U.S. Senior Notes, Offshore Senior Notes or
Accredited Investor Senior Notes.

         "UNRESTRICTED SUBSIDIARY" means (a) any direct or indirect Subsidiary
of the Company that at the time of determination shall be an Unrestricted
Subsidiary (as designated by the Board of Directors of the Company, as provided
below) and (b) any direct or indirect Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Company may designate any direct or indirect
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Company
nor any Restricted Subsidiary is directly or indirectly liable for any
Indebtedness of such Subsidiary, (ii) no default with respect to any
Indebtedness of such Subsidiary would permit (upon notice, lapse of time or
otherwise) any holder of any other Indebtedness of the Company or any Restricted
Subsidiary (other than the Senior Notes, the Floating Rate Debt and guarantees
thereof) to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity, (iii) any
Investment in such Subsidiary made as a result of designating such Subsidiary an
Unrestricted Subsidiary will not violate the provisions of Section 10.11, (iv)
neither the Company nor any Restricted Subsidiary has a contract, agreement,
arrangement, understanding or obligation of any kind, whether written or oral,
with such Subsidiary other than those that might be obtained at the time from
persons who are not



                                       33


Affiliates of the Company, and (v) neither the Company nor any Restricted
Subsidiary has any obligation (1) to subscribe for additional shares of Capital
Stock or other equity interest in such Subsidiary, or (2) to maintain or
preserve such Subsidiary's financial condition or to cause such Subsidiary to
achieve certain levels of operating results. Any such designation by the Board
of Directors of the Company shall be evidenced to the Trustee by filing a board
resolution with the Trustee giving effect to such designation. The Board of
Directors of the Company may designate any Unrestricted Subsidiary as a
Restricted Subsidiary if immediately after giving effect to such designation,
there would be no Default or Event of Default under this Indenture and the
Company could incur US$1.00 of additional Indebtedness (other than Permitted
Indebtedness) in accordance with the provisions hereof exclusive of Section
10.10 (a)(ii)(y)(2).

         "US DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than the US Dollar, at any time for the determination thereof,
the amount of US Dollars obtained by converting such foreign currency involved
in such computation into US Dollars at the spot rate for the purchase of US
Dollars with the applicable foreign currency as quoted by Reuters at
approximately 11:00 a.m. (New York time) on the date not more than two Business
Days prior to the determination. For purposes of determining whether any
Indebtedness can be incurred (including Permitted Indebtedness), any Investment
can be made and any Affiliate Transaction can be undertaken (a "TESTED
TRANSACTION"), the "US DOLLAR EQUIVALENT" of such Indebtedness, Investment or
Affiliate Transaction shall be determined on the basis of the date incurred,
made or undertaken and no subsequent change in the US Dollar Equivalent shall
cause such Tested Transaction to have been incurred, made or undertaken in
violation of this Indenture.

         "US DOLLARS", "UNITED STATES DOLLARS", "US$" and the symbol "$" each
mean dollars of the United States of America.

         "U.S. GLOBAL SENIOR NOTE" has the meaning specified in Section 2.01.

         "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in
Section 13.04(a).

         "U.S. PHYSICAL SENIOR NOTE" has the meaning specified in Section 2.01.

         "U.S. SENIOR NOTE" has the meaning specified in Section 2.01.

         "VICE PRESIDENT", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT".

         "VOTING STOCK" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have, voting power by reason of
the happening of any contingency).


                                       34


         "WHOLLY OWNED" means, with respect to any Subsidiary of any Person,
that all of the outstanding Capital Stock of such Subsidiary (other than a de
minimis number of director's qualifying shares or de minimis investments by
non-Argentine nationals mandated by applicable law) is owned by such Person or
one or more wholly owned Subsidiaries of such Person.

              SECTION 1.02.     Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1.08) shall include:

              (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

              (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

              (c) a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

              (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

              SECTION 1.03. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


                                       35


         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous. Any such Opinion of Counsel may be based, insofar as it
depends on the laws of a jurisdiction as to which such counsel is unable to
express an opinion, on an opinion of another counsel selected by such counsel
which is able to express an opinion on such laws.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Any certificate or opinion of an officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer or counsel, as the case may be,
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his certificate or opinion may be based as aforesaid are erroneous.

         All notices, reports, certificates and communications hereunder shall
be made in the English language or shall be accompanied by a certified English
translation thereof. Any certified English translation delivered hereunder shall
be a true and accurate translation by a professionally qualified translator or
by some other person qualified to do so.

              SECTION 1.04. Acts of Holders.

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders shall be evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.


                                       36


              (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

              (c) The principal amount and serial numbers of Senior Notes held
by any Person, and the date of holding the same, shall be proved by the Note
Register.

              (d) If the Company shall solicit from the Holders of Senior Notes
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Senior Notes have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Senior Notes shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

              (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Senior Note shall bind every
future Holder of the same Senior Note and the Holder of every Senior Note issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Senior Note.

              SECTION 1.05. Notices, Etc., to Trustee, Co-Registrar, Principal
Paying Agent, Company and Subsidiary Guarantors.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,



                                       37


              (a) the Trustee or Co-Registrar by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee or Co-Registrar at its Corporate Trust
Office, currently located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention: Corporate Trust Department, or

              (b) the Registrar shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing to or with the Registrar at its
principal office, currently located at Bartolome Mitre 480, Buenos Aires,
Argentina, Attention: General Counsel, or

              (c) the Company or any Subsidiary Guarantor by the Trustee or by
any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at its principal office at E. Ezcurra
365, Piso 2, Of. 310, C1107CLA, Buenos Aires, Argentina, Attention: Chief
Financial Officer, or at any other address previously furnished in writing to
the Trustee by the Company.

              SECTION 1.06. Notice to Holders; Waivers.

         Where this Indenture provides for notice to Holders of any event, such
notice shall deemed to have been given (unless otherwise herein expressly
provided) (i) if in writing and mailed, registered or certified or first-class
mail postage prepaid, to each Holder affected by such event, at his address as
it appears in the Note Register and any notice so mailed shall be deemed to have
been given on the date of such mailing, and (ii) upon publication in a widely
circulated newspaper in Buenos Aires, Argentina and in the Official Gazette of
Argentina (Boletin Oficial de la Republica Argentina), and, for so long as any
Senior Notes are listed on the Buenos Aires Stock Exchange, in the Bulletin of
the BASE and any such notice shall be deemed to have been given on the date of
such mailing or, if published more than once or on different dates, on the last
date on which publication is required and made as so required, in each case not
later than the latest date and not earlier than the earliest date prescribed
hereunder for the giving of such notice and additionally notified by the Company
or by the Trustee at the written direction of the Company in the manner and
within the terms established in the applicable Argentine regulations. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In addition, the Company and any Subsidiary Guarantor shall be required
to cause all such other communications to the CNV and the BASE and all such
other publications of such notices as may be required from time to time by
applicable Argentine laws and regulations.


                                       38


         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute sufficient notification for every purpose hereunder.

              SECTION 1.07. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

              SECTION 1.08. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

              SECTION 1.09. Separability Clause.

         In case any provision in this Indenture or in the Senior Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

              SECTION 1.10. Benefits of Indenture.

         Nothing in this Indenture or in the Senior Notes, express or implied,
shall give to any Person, other than the parties hereto, any Paying Agent, any
Registrar and their successors hereunder and the Holders any benefit or any
legal or equitable right, remedy or claim under this Indenture.

              SECTION 1.11. Governing Law.

         The Argentine Negotiable Obligations Law establishes the legal
requirements for the Senior Notes to qualify as "Obligaciones Negociables". The
authorization, execution and delivery of the Senior Notes, the approval thereof
by the CNV for the public offering of the Senior Notes in Argentina and certain
matters relating to meetings of holders of Senior Notes are governed by
Argentine law. All other matters in respect of the Senior Notes, this Indenture
and any Subsidiary Guarantee will be governed by, and construed in accordance
with, the laws of the State of New York.

              SECTION 1.12. Consent to Jurisdiction and Service of Process.

              (a) The Company and each Subsidiary Guarantor irrevocably consent
to the jurisdiction of any court of the State of New York or any United States
federal court sitting in the Borough of Manhattan, New York City, New York,
United States, and any appellate court from any thereof, and, to the maximum
extent permitted by law, waive any immunity from the jurisdiction of such courts
over any suit, action or proceeding that may be brought in connection with the
Indenture, the Senior Notes and the Subsidiary Guarantees. The Company and each
Subsidiary Guarantor agree that final judgment in any such suit, action or
proceeding brought in such court shall be conclusive



                                       39


and binding upon the Company or such Subsidiary Guarantor, as the case may be,
and may be enforced in any court to the jurisdiction of which the Company or
such Subsidiary Guarantor, as the case may be, is subject by a suit upon such
judgment; provided that service of process is effected upon the Company or such
Subsidiary Guarantor in the manner provided by this Indenture.

              (b) The Company and each Subsidiary Guarantor irrevocably and
unconditionally waive, to the fullest extent they may legally and effectively do
so, any objection that they may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the Senior Notes or a Subsidiary Guarantee in any New York State or federal
court. The Company and each Subsidiary Guarantor hereby irrevocably waive, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

              (c) To the extent that the Company may be entitled to the benefit
of any provision of law requiring the Trustee or any Holder of the Senior Notes,
in any suit, action or proceeding brought in a court of Argentina or other
jurisdiction arising out of or in connection with any of this Indenture or the
Senior Notes, to post security for litigation costs or otherwise post a
performance bond or guaranty ("CAUTIO JUDICATUM SOLVI" or "EXCEPCION DE
ARRAIGO"), or to take any similar action, the Company waives such benefit, in
each case to the fullest extent permitted under the laws of Argentina or, as the
case may be, such other jurisdiction.

              (d) The Company and each Subsidiary Guarantor agree that service
of all writs, process and summonses in any suit, action or proceeding brought in
connection with this Indenture, the Senior Notes or a Subsidiary Guarantee
against the Company or such Subsidiary Guarantor in any court of the State of
New York or any United States federal court sitting in the Borough of Manhattan,
New York City may be made upon CT Corporation System at 111 Eighth Avenue, New
York, New York 10011, whom each of the Company and each Subsidiary Guarantor
irrevocably appoints as its authorized agent for service of process. The Company
represents and warrants that CT Corporation System has agreed to act as the
agent for service of process for the Company and each Subsidiary Guarantor. The
Company and each Subsidiary Guarantor agree that such appointment shall be
irrevocable so long as any of the Senior Notes remain outstanding or until the
irrevocable appointment by the Company or such Subsidiary Guarantor, as the case
may be, of a successor in The City of New York as its authorized agent for such
purpose and the acceptance of such appointment by such successor. The Company
and each Subsidiary Guarantor agree to take any and all action, including the
filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. If CT
Corporation System shall cease to act as the agent for service of process for
the Company, the Company and each Subsidiary Guarantor shall appoint without
delay another such agent and provide prompt written notice to the Trustee of
such appointment. With respect to any such action in any court of the State of
New York or any United States federal court in the Borough of Manhattan, New
York City, service of process upon CT Corporation System, as the authorized
agent of the Company and each Subsidiary Guarantor for service of process, and
written notice


                                       40


of such service to the Company or a Subsidiary Guarantor shall be deemed, in
every respect, effective service of process upon the Company or such Subsidiary
Guarantor, as the case may be.

              (e) Nothing in this Section shall affect the right of any party to
serve legal process in any other manner permitted by law or affect the right of
any party to bring any action or proceeding against any other party or its
property in the courts of other jurisdictions.

              SECTION 1.13. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, sinking
fund payment date or Stated Maturity or Maturity of any Senior Note shall not be
a Business Day, then (notwithstanding any other provision of this Indenture or
of the Senior Notes) payment of principal (or premium, if any) or interest need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date,
Redemption Date or sinking fund payment date, or at the Stated Maturity or
Maturity; provided that no interest shall accrue with respect to such payment on
account of such delay for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be.

              SECTION 1.14. No Personal Liability of Incorporators,
Shareholders, Officers, Directors or Employees.

         No recourse for the payment of the principal of or premium, if any, or
interest or Liquidated Damages or Additional Amounts, if any, on any of the
Senior Notes or for any claim based thereon or otherwise in respect thereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
or a Subsidiary Guarantor in the Indenture, any supplemental indenture, or in
any of the Senior Notes or because of the creation of any Indebtedness
represented thereby, shall be had against any incorporator, shareholder,
officer, director, employee or controlling person of the Company, a Subsidiary
Guarantor or of any successor Person thereof, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any amendment or
penalty or otherwise. Each Holder, by accepting the Senior Notes, waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Senior Notes. Such waiver may not be effective
to waive liabilities under Article 34 of the Argentine Negotiable Obligations
Law, Article 34 of Law No. 19,550, as amended, and other Argentine regulations
or under the U.S. federal securities laws and it is the view of the Commission
that such a waiver is against public policy.

              SECTION 1.15. Actions by Subsidiary Guarantors.

         The obligations and actions stated in this Indenture to have been
undertaken and taken by a Subsidiary Guarantor shall be deemed to have been
undertaken and taken (i) in the case of a Subsidiary Guarantor which executes
this Indenture, upon its execution hereof, and (ii) in the case of another
Subsidiary Guarantor, upon its execution and


                                       41


delivery to the Trustee of a supplemental indenture as contemplated by the
definition of a "Subsidiary Guarantor".

                                   ARTICLE 2
                                   NOTE FORMS

              SECTION 2.01. Forms Generally.

         The Company agrees to cause the Senior Notes to comply with Article 7
of the Argentine Negotiable Obligations Law.

         The Senior Notes shall be issued in five series to be known as the "8%
Series A-1 Collateralized Senior Notes due 2012", the "8% Series A-2
Collateralized Senior Notes due 2012", the "8% Series B-1 Collateralized Senior
Notes due 2012", the "8% Series B-2 Collateralized Senior Notes due 2012" and
the "8% APE Collateralized Senior Notes due 2012", as the case may be, of the
Company. The Senior Notes and the Trustee's certificate of authentication shall
be in substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required by law
or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Senior
Notes, as evidenced by their execution of the Senior Notes. Any portion of the
text of any Senior Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Senior Note.

         The definitive Senior Notes shall be printed, lithographed or engraved
on steel-engraved borders or may be produced in any other manner permitted by
the rules under any applicable securities laws or of any securities exchange on
which the Senior Notes may be listed and subject to the prior approval of the
CNV where applicable, all as determined by the directors and members of the
Supervisory Committee of the Company executing such Senior Notes, as evidenced
by their execution of such Senior Notes.

         Series A-1 Senior Notes initially offered and sold to Institutional
Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the
Securities Act shall be issued in the form of one or more permanent global
Senior Notes in registered form substantially in the form set forth in Sections
2.04 and 2.05 (each a "U.S. GLOBAL SENIOR NOTE") deposited with the Trustee, as
custodian for the Depositary, registered in the name of a nominee of the
Depositary and duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of each U.S. Global Senior
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

         Series A-1 Senior Notes initially offered and sold in offshore
transactions in reliance on Regulation S shall be issued in the form of one or
more permanent global Senior Notes in registered form substantially in the form
set forth in Sections 2.04 and


                                       42


2.05 (each an "OFFSHORE GLOBAL SENIOR NOTE") deposited with the Trustee, as
custodian for the Depositary, registered in the name of a nominee of the
Depositary and duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of each Offshore Global
Senior Note may from time to time be increased or decreased by adjustments made
in the records of the Trustee, as custodian for the Depositary or its nominee,
as herein provided.

         Series A-1 Senior Notes initially offered and sold to Individual
Accredited Investors in reliance on Rule 501(a) (5) or (6) under the Securities
Act shall be issued in the form of permanent certificated Senior Notes in
registered form, substantially in the form set forth in Sections 2.04 and 2.05
(each an "ACCREDITED INVESTOR SENIOR NOTE"), registered in the names of the
holders thereof and duly executed by the Company and authenticated by the
Trustee as hereinafter provided.

         Series B-1 Senior Notes initially offered and sold to Institutional
Accredited Investors in reliance on Rule 501(a) (1), (2), (3) or (7) under the
Securities Act shall be issued in the form of permanent certificated Senior
Notes in registered form substantially in the form set forth in Sections 2.04
and 2.05 (each a "U.S. PHYSICAL SENIOR NOTE"), registered in the names of the
holders thereof and duly executed by the Company and authenticated by the
Trustee as hereinafter provided.

         Series B-1 Senior Notes initially offered and sold in offshore
transactions in reliance on Regulation S shall be issued in the form of
permanent certificated Senior Notes in registered form substantially in the form
set forth in Sections 2.04 and 2.05 (each an "OFFSHORE PHYSICAL SENIOR NOTE"),
registered in the names of the holders thereof and duly executed by the Company
and authenticated by the Trustee as hereinafter provided.

         Senior Notes issued pursuant to Section 3.01 as payment of interest due
on a Global Senior Note shall be issued in the form of one or more permanent
global Senior Notes in registered form substantially in the form set forth in
Sections 2.04 and 2.05 (each a "SUBSEQUENT GLOBAL SENIOR NOTE") deposited with
the Trustee, as custodian for the Depositary, registered in the name of a
nominee of the Depositary and duly executed by the Company and authenticated by
the Trustee as hereinafter provided. Each Subsequent Global Senior Note shall be
of the same Type as the Global Senior Note in respect of which it was issued.

         Senior Notes issued pursuant to Section 3.01 as payment of interest due
on a Physical Senior Note shall be issued in the form of permanent certificated
Senior Notes in registered form substantially in the form set forth in Sections
2.04 and 2.05 ("SUBSEQUENT PHYSICAL SENIOR NOTES"), registered in the names of
the holders thereof and duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Trustee shall deliver the Subsequent Senior
Notes to or upon the instructions of the registered owners thereof. Each
Subsequent Physical Senior Note shall be of the same Type as the Physical Senior
Note in respect of which it was issued.



                                       43


         Series A-2 Senior Notes and the Series B-2 Senior Notes offered and
sold in the Registered Exchange Offer shall be issued in the form of one or more
global Senior Notes deposited with the Trustee, as custodian for the Depositary,
registered in the name of a nominee of the Depositary and duly executed by the
Company and authenticated by the Trustee as hereinafter provided.

         APE Senior Notes shall be issued in the form of one or more global
Senior Notes deposited with the Trustee, as custodian for the Depositary,
registered in the name of a nominee of the Depositary and duly executed by the
Company and authenticated by the Trustee as hereinafter provided.

         The Offshore Physical Senior Notes, the U.S. Physical Senior Notes and
the Subsequent Physical Senior Notes are sometimes collectively referred to as
the "PHYSICAL SENIOR NOTES". The U.S. Global Senior Notes, the Offshore Global
Senior Notes, the Series A-2 Senior Notes, the Series B-2 Senior Notes, the APE
Senior Notes and the Subsequent Global Senior Notes are sometimes collectively
referred to as the "GLOBAL SENIOR NOTES". The U.S. Global Senior Notes and the
U.S. Physical Senior Notes are sometimes collectively referred to as the "U.S.
SENIOR NOTES". The Offshore Global Senior Notes and the Offshore Physical Senior
Notes are sometimes collectively referred to as the "OFFSHORE SENIOR NOTES". The
Subsequent Global Senior Notes and the Subsequent Physical Senior Notes are
sometimes collectively referred to as the "SUBSEQUENT SENIOR NOTES".

         During the Offshore Senior Note Restricted Period (as defined in
Section 2.02 below), beneficial interests in the Offshore Global Senior Note may
be held only through Euroclear or Clearstream Luxembourg.

              SECTION 2.02. Restrictive Legends.

         During the period beginning on the later of the Original Issue Date of
the Series A-1 Senior Notes and the Series B-1 Senior Notes and the last date on
which the Company or any Affiliate of the Company was the owner of a Series A-1
Senior Note or Series B-1 Senior Note (or any Predecessor Senior Note of such
series) and ending on the date two years (or such other period of time as may be
permitted by Rule 144(k) under the Securities Act or any successor provision
thereunder) from the later of such dates, the Series A-1 Senior Notes and the
Series B-1 Senior Notes constituting U.S. Senior Notes or Accredited Investor
Senior Notes shall bear the legend set forth below (the "PRIVATE PLACEMENT
LEGEND") on the face thereof. The Series A-1 Senior Notes and the Series B-1
Senior Notes constituting Offshore Senior Notes shall bear the Private Placement
Legend on the face thereof during the period ending on the 41st day after the
Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes (or, if later, and if the Company so notifies the Trustee, during the
period ending on the 41st day after the date on which the offering of the Senior
Notes of such series commenced) (in either case, the "OFFSHORE SENIOR NOTE
RESTRICTED PERIOD" with respect to the Series A-1 Senior Notes and the Series
B-1 Senior Notes).


                                       44


         THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE
         OFFERED OR SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF
         UPON ORIGINAL ISSUANCE HEREOF OR OF A BENEFICIAL INTEREST HEREIN UPON
         ORIGINAL ISSUANCE HEREOF, THE HOLDER OR ACQUIROR REPRESENTS THAT (A) IT
         IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3),
         (5), (6) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR") OR
         (B) IT IS NOT, IF THIS SENIOR NOTE IS AN OFFSHORE SENIOR NOTE (AS
         DEFINED IN THE INDENTURE), A U.S. PERSON WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF AFTER
         ORIGINAL ISSUANCE HEREOF OR OF A BENEFICIAL INTEREST HEREIN AFTER
         ORIGINAL ISSUANCE HEREOF, THE HOLDER OR ACQUIROR REPRESENTS THAT (1) IT
         IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT), (2) MEETS THE CRITERIA IN CLAUSE (A) OR (B) OF THE
         PRECEDING SENTENCE OR (3) THAT IT IS A PERSON DESCRIBED IN CLAUSE
         (1)(F) OF THE SUBSEQUENT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A
         BENEFICIAL INTEREST HEREIN, THE HOLDER OR ACQUIROR (1) AGREES FOR THE
         BENEFIT OF THE COMPANY THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER
         THIS SENIOR NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT IN ACCORDANCE
         WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAW OF ANY STATE
         OF THE UNITED STATES AND, (I) IF THIS IS A U.S. SENIOR NOTE OR AN
         ACCREDITED INVESTOR SENIOR NOTE, PRIOR TO THE EXPIRATION OF THE HOLDING
         PERIOD APPLICABLE TO SALES OF THE SENIOR NOTES OF THIS SERIES UNDER
         RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), OR
         (II) IF THIS IS AN OFFSHORE SENIOR NOTE, PRIOR TO THE EXPIRATION OF THE
         HOLDING PERIOD APPLICABLE TO SALES OF THE OFFSHORE SENIOR NOTES OF THIS
         SERIES UNDER REGULATION S OF THE SECURITIES ACT (THE APPLICABLE PERIOD
         BEING THE "RESALE RESTRICTION PERIOD"), ONLY (A) TO THE COMPANY, (B)
         PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER
         THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN
         COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO AN
         OFFER AND SALE TO A NON-U.S. PERSON THAT OCCURS IN AN OFFSHORE
         TRANSACTION OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
         S UNDER THE SECURITIES ACT, (E) TO AN



                                       45


         ACCREDITED INVESTOR THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT
         OF FOR THE ACCOUNT OF AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
         ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION AND (2) AGREES THAT
         IT WILL DELIVER TO EACH PERSON TO WHOM THIS SENIOR NOTE OR A BENEFICIAL
         INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
         THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SENIOR NOTE, IF
         THIS IS A CERTIFICATED SENIOR NOTE, THE HOLDER MUST CHECK THE BOX
         PROVIDED ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
         AND SURRENDER THIS NOTE TO THE TRUSTEE. IF ANY PROPOSED TRANSFER IS
         BEING MADE IN ACCORDANCE WITH (1)(E) OR (F) ABOVE PRIOR TO THE
         EXPIRATION OF THE RESALE RESTRICTION PERIOD, THE HOLDER ACKNOWLEDGES
         THAT THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION SATISFACTORY TO THE
         COMPANY TO CONFIRM THAT THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO
         AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT.

         Each Global Senior Note shall also bear the following legend on the
         face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
         MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SENIOR NOTE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
         THEREOF OR


                                       46


         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SENIOR NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE INDENTURE.

              SECTION 2.03. Restrictions on Transfer of, or of Interests in, the
Offshore Senior Notes During the Applicable Offshore Senior Note Restricted
Period.

         During the Offshore Senior Note Restricted Period with respect to the
Series A-1 Senior Notes and the Series A-2 Senior Notes, an owner of a
beneficial interest in the Offshore Global Senior Note of such series or of an
Offshore Physical Senior Note of such series may not transfer such interest or
such Offshore Physical Senior Note to a transferee that is a U.S. person or for
the account or benefit of a U.S. person within the meaning of Rule 902(o) of the
Securities Act. In addition, during such Offshore Senior Note Restricted Period,
all beneficial interests in such Offshore Global Senior Note shall be
transferred only through Clearstream Banking or Euroclear, either directly if
the transferor and transferee are participants in such systems, or indirectly
through other organizations that are participants.

              SECTION 2.04. Form of Face of Senior Note.

                            MASTELLONE HERMANOS S.A.
                    (INCORPORATED IN BUENOS AIRES, ARGENTINA
                   UNDER THE LAWS OF THE REPUBLIC OF ARGENTINA
                   ON OCTOBER 22, 1973 WITH A TERM OF DURATION
                EXPIRING ON NOVEMBER 5, 2060, AND REGISTERED WITH
                 THE PUBLIC REGISTRY OF COMMERCE ON MAY 17, 1976
                     UNDER NUMBER 1163, BOOK 85, VOLUME "A"
                     OF LOCAL BY-LAWS, AND WITH DOMICILE AT
                    E. EZCURRA 365, PISO 2, OF. 310, C1107CLA
                            BUENOS AIRES, ARGENTINA)

               8% [_________] Collateralized Senior Note due 2012

No.  _________                                              [CURRENCY]
                                                            [CUSIP] No._________
                                                            [CINS] No.__________


         MASTELLONE HERMANOS S.A., a sociedad anonima duly organized and
existing under the laws of the Republic of Argentina (herein called the
"COMPANY", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay on June 30,
2012, to ________________ or registered assigns, the principal sum of
_____________ US Dollars, at the office or agency of the Company referred to
below, and, subject to the Company's right to pay interest hereon by the
issuance of 8% [ ] Collateralized Senior Notes due 2012 as provided in the
Indenture, to pay interest thereon in cash on [__________, 200_] and
semiannually thereafter, on June 30 and December 31 of each year (each an
"INTEREST


                                       47


PAYMENT DATE"), from [insert in all Senior Notes other than Subsequent Senior
Notes -- July 31, 2004] [insert in Subsequent Senior Notes -- from the date of
original issuance hereof or of any Predecessor Senior Note hereof] or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate of 8% per annum, until the principal hereof is paid or
duly provided for, and (to the extent lawful) to pay on demand interest on any
overdue interest at the rate borne hereby from the date on which such overdue
interest becomes payable to the date payment of such interest has been made or
duly provided for. If this Note is a Series A-1 Senior Note or a Series B-1
Senior Note, whenever in this Note or the Indenture there is mentioned, in any
context, the payment of interest under or with respect to this Note, such
mention shall be deemed to include Liquidated Damages payable pursuant to the
Registration Rights Agreement hereinafter referred to. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid in cash or by delivery of an 8% [ ]
Collateralized Senior Note due 2014 to the Person in whose name this Senior Note
(or one or more Predecessor Senior Notes) is registered at the close of business
on the Regular Record Date for such interest, which shall be the June 15 or
December 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and such defaulted interest, and (to the extent lawful) interest on
such defaulted interest at the rate borne hereby, may be paid to the Person in
whose name this Senior Note (or one or more Predecessor Senior Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Senior Notes not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

         The principal of this Senior Note (including any Additional Amounts
under Section 10.01 of the Indenture hereinafter referred to and, if this Note
is a Series A-1 Senior Note or a Series B-1 Senior Note, any Liquidated Damages
under Section 5 of the Registration Rights Agreement hereinafter referred to)
shall be payable at the Corporate Trust Office of The Bank of New York in The
City of New York and at the office of Banco Rio de la Plata S.A. in the City of
Buenos Aires and, subject to any fiscal or other laws and regulations applicable
thereto, at the specified offices of any other Paying Agents appointed by the
Company. Payments of principal of this Senior Note shall be made against
surrender of this Senior Note. Payments in respect of interest (including
Additional Amounts and Liquidated Damages, if any) on each Interest Payment Date
with respect to this Senior Note will be made to the Person in whose name such
Senior Note is registered on the Regular Record Date immediately preceding such
Interest Payment Date by US Dollar check drawn on a bank in The City of New York
or, in case of the holder of at least US$1,000,000 principal amount of Senior
Notes of this Series (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount) by wire transfer to an account maintained by the
payee with a bank, provided that the registered holder so elects by giving
written notice to such effect designating such account with appropriate wire
transfer instructions, which is received by the Principal


                                       48


Paying Agent no later than June 15 or December 15, as the case may be,
immediately preceding such Interest Payment Date. Unless such designation is
revoked, any such designation made by such Holder with respect to such Senior
Notes shall remain in effect with respect to any future payments with respect to
such Senior Notes payable to such Holder. The Company shall pay any
administrative costs imposed by banks in connection with making payments by wire
transfer.

         This Senior Note has been issued pursuant to resolutions of an
extraordinary meeting of stockholders of the Company adopted on March 3, 2004
and September 16, 2004 and resolutions of the Board of Directors of the Company
adopted on March 3, April 2, April 30, May 7 and September 15, 2004.

         Reference is hereby made to the further provisions of this Senior Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof by manual signature, this
Senior Note shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:                               MASTELLONE HERMANOS SOCIEDAD
                                       ANONIMA


                                     By  _______________________________________
                                         DIRECTOR
                                     By  _______________________________________
                                         MEMBER OF THE SUPERVISORY COMMITTEE

              SECTION 2.05. Form of Reverse of Senior Note.

         This Senior Note is a negotiable obligation under the Argentine
Negotiable Obligations Law and is one of a duly authorized issue of securities
of the Company designated as its 8% [__________] Collateralized Senior Notes due
2012 (herein called the "SENIOR NOTES"), issued under an indenture (herein
called the "INDENTURE") dated as of October 22, 2004 among the Company, The Bank
of New York, as trustee (herein called the "TRUSTEE", which term includes any
successor trustee under the Indenture), Co-Registrar and Principal Paying Agent,
and Banco Rio de la Plata S.A., as Registrar and Paying Agent, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights; limitations of rights, duties, obligations
and immunities thereunder of the Company, the Trustee and the Holders of the
Senior Notes, and of the terms upon which the Senior Notes are, and are to be,
authenticated and delivered.


                                       49


         The Senior Notes are mandatorily redeemable on each June 30, commencing
on June 30, 2006, upon not less than 30 days' notice, at 100% of the principal
amount thereof, on the basis of the Company's Excess Cash for its preceding
fiscal year, as provided in the Indenture.

         The Senior Notes are redeemable, at the Company's option, in whole or
in part, at any time or from time to time, upon not less than 30 nor more than
60 days' prior notice, at a redemption price of 100% of the principal amount
thereof plus accrued and unpaid interest, if any, as provided in the Indenture.

         Upon the occurrence of a Change in Control, the Holder of this Senior
Note may require the Company, subject to certain limitations provided in the
Indenture, to repurchase this Senior Note at a purchase price in cash in an
amount equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, in accordance with the Indenture.

         In the case of any redemption of Senior Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Senior Notes, or one or more Predecessor Senior Notes, of
record at the close of business on the relevant Record Date referred to on the
face hereof. Senior Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the Redemption Date.

         In the event of redemption of this Senior Note in part only, a new
Senior Note or Senior Notes for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.

         If an Event of Default shall occur and be continuing, the principal of
all the Senior Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Senior Note and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Note.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Senior Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Senior Notes at the time
Outstanding, on behalf of the Holders of all the Senior Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by or on behalf of the Holder of this Senior Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Senior Note and of
any Senior Note issued


                                       50


upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Senior Note.

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest and Additional Amounts and Liquidated Damages, if any on this
Senior Note at the times, place, and rate, and in the coin or currency, herein
prescribed.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, or interest or
Additional Amounts or Liquidated Damages if any, on any Senior Note and
remaining unclaimed for three years after such principal or interest or
Additional Amounts or Liquidated Damages, if any, has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Senior Note
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, (i) in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in The Borough of Manhattan, City of New York, and (ii) in a
newspaper published in the Spanish language and of general circulation in
Argentina, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of such publication, any unclaimed balance of such money then remaining shall be
repaid to the Company.

         If the due date for payment of any principal or interest in respect of
any Senior Note is not a Business Day at the place in which it is presented for
payment, the Holder thereof will not be entitled to payment of the amount due
until the next succeeding Business Day at such place and will not be entitled to
any further interest or other payment in respect of any such delay.

         In the event of any foreign exchange restriction or prohibition in
Argentina, any and all payments in respect of the Senior Notes shall be made, to
the extent permitted by such restriction or prohibition, in US Dollars through
(i) the sale of Bonex or of any other public or private bond issued in US
Dollars in Argentina or (ii) any other legal mechanism for the acquisition of US
Dollars in any exchange market. All costs, including any taxes, relative to such
operations to obtain US Dollars shall be borne by the Company.

         The Company or any of its Subsidiaries may at any time or from time to
time purchase Senior Notes in the open market, or by tender or by private
agreement at any price; provided, however, that neither the Company nor any of
its Subsidiaries may purchase Senior Notes in the open market or by private
agreement if the Company is in default on any payment due pursuant to the Senior
Notes or, if prior to the time of such


                                       51


purchase the Company has issued Subsequent Notes, the Company has not redeemed
Senior Notes in an aggregate principal amount at least equal to the principal
amount of all Subsequent Notes the Company has issued prior to such time. Any
purchase by tender shall be made available to all Holders of Senior Notes alike.
All Senior Notes so purchased may be held for the account of the Company or may
be resold by the Company or may be cancelled by the Company.

         Unless otherwise required by law [INSERT IN SERIES B-1 SENIOR NOTES AND
SERIES B-2 SENIOR NOTES -- but subject to the following five paragraphs], all
payments made by the Company or any Subsidiary Guarantor will be made without
withholding or deduction for or on account of any present or future taxes,
duties, assessments or governmental charges or penalties and interest related
thereto ("TAXES") of whatever nature imposed, levied, collected, withheld or
assessed by or within Argentina or any authority therein or thereof or having
power to tax. In the event any such Taxes are so imposed on any payments made by
the Company or any such Subsidiary Guarantor, the Company or such Subsidiary
Guarantor, as the case may be, will pay such Additional Amounts as may be
necessary in order that the net amounts received by each Holder (including
Additional Amounts and Liquidated Damages) after any withholding or deduction in
respect of such Taxes shall equal the respective amounts of principal, premium,
if any, and interest that would have been received in respect of the Senior
Notes in the absence of such withholding or deduction; except that no such
Additional Amounts will be payable with respect to any withholding or deduction
in respect of any payment under a Senior Note or a Subsidiary Guarantee to, or
to a third party on behalf of, a Holder for or on account of any such Taxes
imposed by reason of (i) the Holder being a resident of Argentina or having some
connection with Argentina (or any political subdivision or authority thereof)
other than the mere holding of such Senior Note or Subsidiary Guarantee or the
receipt of any payment thereunder or the exercise of rights under the Senior
Notes, the Subsidiary Guarantee, if any, or the Indenture; (ii) if presentation
is required in respect of a Senior Note or a Subsidiary Guarantee, by reason of
presentation by the Holder for payment on a date more than thirty (30) days
after the date on which such payment first became due and payable or the date on
which such payment is duly provided, whichever occurs later, except to the
extent that the Holder would have been entitled to such Additional Amounts on
presenting such Senior Note or Subsidiary Guarantee for payment on the last date
of such period of thirty (30) days; (iii) in respect of any estate, asset (other
than Personal Asset Taxes as defined in the Indenture), inheritance, gift, sales
or transfer tax or similar tax assessment or governmental charge; (iv) any tax,
assessment or other governmental charge (other than Personal Asset Taxes as
defined in the Indenture) which is payable otherwise than by withholding from
payments on or in respect of any Senior Note; or (v) any combination of the
reasons set forth in clause (i), (ii), (iii) or (iv) above. Furthermore, no
Additional Amounts shall be paid to a Holder that is a fiduciary or a
partnership or not the sole beneficial owner of such payment to the extent that
a beneficiary or settlor with respect to such fiduciary, a member of such
partnership or such beneficial owner would not have been entitled to receive the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Holder.


                                       52


         [INSERT NEXT FIVE PARAGRAPHS IN SERIES B-1 SENIOR NOTES AND SERIES B-2
SENIOR NOTES -- Each Holder of Senior Notes shall provide to the Company in
writing, as promptly as practicable upon acquiring Senior Notes, and at least
fifteen Business Days prior to each Interest Payment Date, information,
documents and other evidence concerning its nationality, residence, identity,
connection with Argentina or any other matter that may be requested by the
Company in order to determine the tax treatment of the payments on the Senior
Notes to be made to such Holder, including without limitation, (i) such Holder's
name, address, residence for tax purposes, whether it is a banking or financial
institution, whether it is located (a) in a country the central bank or
equivalent authority of which has adopted the international standards approved
by the Basle Committee on Banking Regulation and Supervisory Practices, (b) in a
jurisdiction not deemed to be a low tax jurisdiction for purposes of Argentine
income tax law and regulations or (c) in a jurisdiction that has entered into an
agreement with Argentina regarding information unavailable to the tax authority
of such jurisdiction due to secrecy laws or regulations applicable in such
jurisdiction and whether such Holder is subject to the supervision of the
central bank or equivalent agency of its jurisdiction of tax residence, and (ii)
if such Holder is a resident of a country that has in force a tax treaty with
Argentina which exempts such Holder from all or part of the applicable tax,
duty, assessment or governmental charge applicable to payments on the Senior
Notes, information and documentation that is required to claim such exemption,
including the statement required by General Resolution No. 3,497 of the
Administracion Federal de Ingresos Publicos (or any similar rule adopted in the
future) duly certified and legalized by the corresponding tax authority, on the
terms and conditions set forth in such Resolution.

         Each Holder of Senior Notes who is a juridical person shall notify the
Company in writing, as promptly as practicable upon acquiring Senior Notes and
at least fifteen Business Days prior to each Interest Payment Date, whether its
jurisdiction of tax residence requires securities issued by juridical persons
organized under the laws of such jurisdiction to be held in registered form
("REGIMEN DE NOMINATIVIDAD DE TITULOS VALORES"). If its jurisdiction of tax
residence does not require such securities to be held in registered form, such
Holder shall state and declare in writing whether it is an insurance company,
open-end investment fund, pension fund or bank or financial entity the head
office of which is located in a country the central bank or equivalent authority
of which has adopted the international standards of supervision approved by the
Basle Committee on Banking Regulation and Supervisory Practices. If such Holder
does not meet such conditions, it shall state and declare whether pursuant to
its by-laws or juridical nature ("NATURALEZA JURIDICA"), such Holder (i) does
not, as its principal activity, invest outside the jurisdiction of its tax
residence or (ii) is not prohibited from performing certain transactions
expressly indicated in its by-laws or in the applicable regulatory framework in
its jurisdiction of tax residence.

         As a proof of the exemptions mentioned in the previous paragraph, each
Holder of the Senior Notes shall submit (i) if such Holder is a juridical person
and its jurisdiction of tax residence requires securities issued by juridical
persons organized under the laws of such jurisdiction to be held in registered
form, a certificate issued by the relevant authority of such jurisdiction which
states that the shares or other securities representative


                                       53


of the capital of such Holder, or in the case of a permanent establishment, the
securities representative of the capital of the company of which such permanent
establishment is a part, are considered to be in registered form by the
applicable law in the jurisdiction of its tax residence, (ii) if such Holder is
an insurance company, open-end investment fund or pension fund, it shall submit
the by-laws or articles of incorporation and amendments thereto of such Holder
and, if applicable, its parent company, (iii) if such Holder is a banking or
financial institution, it shall submit a certificate issued by (x) the relevant
central bank or (y) the relevant authority of the jurisdiction of its tax
residence of that of its parent company, if applicable, that states whether the
international standards approved by the Basle Committee on Banking Regulation
and Supervisory Practices are applicable to such Holder or (iv) if such Holder
declares that pursuant to its by-laws or its juridical nature, such Holder (x)
does not, as its principal activity, invest outside its jurisdiction of tax
residence or (y) is not prohibited from performing certain transactions
expressly indicated in its by-laws or in the applicable regulatory framework in
its jurisdiction of tax residence, such Holder shall submit such by-laws or
articles of incorporation. When the Holder is a permanent establishment, it may
submit a valid certificate issued by its parent company duly certified by the
appropriate Governmental Agency.

         The foregoing documents shall be notarized and either apostilled in
accordance with the Hague Convention or consularized by the Argentine Consulate
of the jurisdiction of tax residence of the relevant entity.

         If a Holder of Senior Notes does not submit all or part of the
information, documents or evidence that may be requested by the Company from
time to time, the Company will not be obligated to pay any Additional Amounts on
the Senior Notes of such Holder and will apply the withholdings or deductions
that may be required by Law or regulation to the payment of the taxes, duties,
assessment or other governmental charges that may be payable as a result of the
failure to provide such information in whole or in part.]

         At least [INSERT IN ALL SENIOR NOTES OTHER THAN SERIES B-1 AND SERIES
B-2 SENIOR NOTES - 30] [INSERT IN SERIES B-1 AND SERIES B-2 SENIOR NOTES - 10]
calendar days prior to each date on which any payment under or with respect to
the Senior Notes is due and payable, if the Company or any Subsidiary Guarantor,
as applicable, will be obligated to pay Additional Amounts with respect to such
payment, the Company or such Subsidiary Guarantor will deliver to the Trustee an
Officers' Certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable and will set forth such other information
necessary to enable the Trustee to pay such Additional Amounts to Holders on the
payment date and specifying the amount required to be deducted or withheld on
the payments of principal and interest (and premium, if any) due on such payment
date for or on account of Taxes and certifying that such amount will be deducted
or withheld and paid by the Company or Subsidiary Guarantor, as the case may be,
to the appropriate taxing or governmental authority. The Company has agreed to
indemnify each of the Trustee, the Principal Paying Agent and each other Paying
Agent for, and to hold it harmless against any loss, liability, or expense
incurred without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with actions taken or omitted by it in reliance
on any certificate furnished pursuant to this paragraph or the


                                       54


failure to furnish such a certificate. The obligations of the Company under this
paragraph shall survive the payment of the Senior Notes and the resignation or
removal of the Trustee, the Principal Paying Agent or any other Paying Agent and
the termination of the Indenture. Whenever in the Indenture there is mentioned,
in any context, the payment of principal, premium, if any, interest, or any
other amount payable, under or with respect to any Senior Note or Subsidiary
Guarantee, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are
payable in respect thereof.

         If the Company is held liable for any Personal Asset Taxes (as defined
in the Indenture) imposed on the Holders or direct owners of Senior Notes with
respect to the Senior Notes, the Company waives any right that it may have as a
matter of Argentine law to seek reimbursement from such Holders or direct owners
of Senior Notes for any such Personal Asset Taxes paid.

         In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest and penalties,
payable in Argentina or the United States or any political subdivision thereof
or taxing authority thereof or in the foregoing in respect of the creation,
issue and offering of the Senior Notes, and will pay any court, documentary or
similar taxes and duties required to be paid in connection with the enforcement
of the Senior Notes following the incurrence of any Event of Default.

         As provided in the Indenture and subject to certain limitations therein
set forth (including the delivery, if required by the Indenture, of an
Accredited Investor Certificate, a Regulation S Certificate or a Rule 144A
Certificate (as defined in the Indenture)), the transfer of this Senior Note is
registrable on the Note Register of the Company, upon surrender of this Senior
Note for registration of transfer at the office or agency of the Registrar or
Co-Registrar maintained for such purpose in the City of Buenos Aires and The
City of New York, respectively, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Senior Notes are issuable only in registered form without coupons
in denominations of US$1,000, Euros 1,000 or Ps. 1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, the Senior Notes are exchangeable for a like aggregate principal
amount of Senior Notes of a different authorized denomination, as requested by
the Holder surrendering the same.

         No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to the time of due presentment of this Senior Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Senior Note is registered
as the owner hereof for all


                                       55


purposes, whether or not this Senior Note shall be overdue, and neither the
Company, the Trustee nor any agent shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Senior Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or any Subsidiary
Guarantor or of any successor corporation, either directly or through the
Company, any Subsidiary Guarantor or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released, with the understanding, however, that this provision shall not
limit in any manner the rights concerning the holders of Senior Notes under
Section 34 of the Argentine Negotiable Obligations Law.

         In addition to the rights provided to Holders of the Series A-1 Senior
Notes and the Series B-1 Senior Notes under the Indenture, Holders of Series A-1
Senior Notes and Series B-1 Senior Notes shall have all the rights set forth in
the Registration Rights Agreement.

         All terms used in this Senior Note which are not defined herein and are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         The Trustee will furnish to any Holder of any Senior Note upon written
request and without charge, a copy of the Indenture. Requests may be directed
to: The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New York
10286.


                                       56



                             FORM OF TRANSFER NOTICE

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.




please print or typewrite name and address including zip code of assignee




the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing




attorney to transfer said Senior Note on the books of the Company with full
power of substitution in the premises.


                  [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL
                   SENIOR NOTE CERTIFICATES REQUIRED TO BEAR THE
                   PRIVATE PLACEMENT LEGEND]

         In connection with any transfer of this Senior Note during the period
beginning on the later of the Original Issue Date of the Senior Notes of this
series and the last date on which the Company or any Affiliate of the Company
was the owner of a Senior Note (or any predecessor Senior Note) of this series
and ending on the date (i) if this Senior Note is a U.S. Senior Note, two years
(or such other period as may be permitted by Rule 144(k) under the Securities
Act or any successor provision thereunder) from the later of such dates, (ii) if
this Senior Note is an Offshore Senior Note, the 41st day after the later of
such dates and (iii) if this Senior Note is an Accredited Investor Senior Note,
payment in full hereof, the undersigned confirms that, without utilizing any
general solicitation or general advertising:

[Check One]

[ ] (a)           this Senior Note is being transferred in compliance with the
                  exemption from registration under the Securities Act of 1933,
                  as amended, provided by Rule144A thereunder.

                                       or



                                       57


[ ] (b)           this Senior Note is being transferred in compliance with the
                  exemption from registration under the Securities Act of 1933,
                  as amended, provided by Regulation S thereunder.

                                       or

[ ] (c)           this Senior Note is being transferred other than in accordance
                  with (a) or (b) above and documents are being furnished that
                  comply with the conditions of transfer det forth in this
                  Senior Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Registrar or
Co-Registrar shall not be obligated to register this Senior Note in the name of
any Person other than the Holder hereof unless and until the conditions to any
such transfer of registration set forth herein and in Section 3.07 of the
Indenture shall have been satisfied.

Date:

                                                 NOTICE:  The signature must
                                                          correspond with the
                                                          name as written upon
                                                          the face of the
                                                          within-mentioned
                                                          instrument in every
                                                          particular, without
                                                          alteration or any
                                                          change whatsoever.




                                       58



Signature Guarantee:  ________________________________________________

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Senior Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "QUALIFIED
INSTITUTIONAL BUYER" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

Date:

                                                  NOTICE: To be executed by an
                                                          executive officer.

TO BE COMPLETED BY PURCHASER IF (b) ABOVE IS CHECKED.

         The undersigned represents and warrants that (i) it is purchasing this
Senior Note for its own account or an account with respect to which it exercises
sole investment discretion, (ii) it and any such account is a "NON-U.S. PERSON"
within the meaning of Regulation S under the Securities Act of 1933, as amended,
(iii) it is acquiring the Senior Note in an offshore transaction outside the
United States within the meaning of Regulation S under the Securities Act, (iv)
it is aware that the sale to it is being made in reliance on Regulation S and
(v) it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Regulation S.

Date:

                                                  NOTICE: To be executed by an
                                                          executive officer.







                                       59



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have this Senior Note purchased by the Company pursuant
to Section 10.16 or Section 10.17 of the Indenture, check this box: [ ].

         If you wish to have a portion of this Senior Note purchased by the
Company pursuant to Section 10.16 or Section 10.17 of the Indenture, state the
amount (must be an integral multiple of US$1,000, Euros 1,000 or Ps. 1,000, as
appropriate) below:

                                 US$/Euros/Ps.____________________.

Date:
       -------------------------------------------------------------------------

Your Signature:
                 ---------------------------------------------

(Sign exactly as your name appears on the face of this Senior Note)

Signature Guarantee:(1)
                       ------------------------------------------------

              SECTION 2.06. Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication shall be in substantially
the following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                                [--------------------]

                         Dated:____________________________

                         This is one of the [______] 8% Collateralized Senior
Notes due 2014 of the Company referred to in the within-mentioned Indenture.


                                                     THE BANK OF NEW YORK,
                                                          as Trustee


                                                     By:
                                                          ----------------------
                                                           Authorized Signatory


------------------
      (1) Guarantor must be a member of the Securities Transfer Agents Medallion
Program ("STAMP"), the New York Stock Exchange Medallion Signature Program
("MSP") or the Stock Exchange Medallion Program ("SEMP").



                                       60


                                    ARTICLE 3

                                THE SENIOR NOTES

              SECTION 3.01. Title and Terms.

         Senior Notes may be authenticated and delivered under this Indenture
only in exchange for Existing Notes and Existing Bank Debt as contemplated by
the Offering Memorandum and pursuant to the Company's APE contemplated by the
Offering Memorandum except for Senior Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Senior
Notes pursuant to Section 3.04, 3.05, 3.06 or 11.08 or pursuant to the
Registered Exchange Offer or Senior Notes issued in payment of interest on
Senior Notes in accordance with this Indenture. The Trustee shall authenticate
Senior Notes for original issue on the date hereof in the aggregate principal
amount of US$157,190,000, Euros 0.0 and Ps.0.0.

         The Senior Notes shall be known and designated as the "8% Series A-1
Collateralized Senior Notes due 2012", the "8% Series A-2 Collateralized Senior
Notes due 2012", the "8% Series B-1 Collateralized Senior Notes due 2012", the
"8% Series B-2 Collateralized Senior Notes due 2012" and the 8% APE
Collateralized Senior Notes due 2012", as the case may be, of the Company. Their
Stated Maturity shall be June 30, 2012. The Senior Notes (other than the
Subsequent Senior Notes) shall bear interest at the rate of 8% per annum from
July 31, 2004 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for. Each Subsequent Senior Note shall bear
interest at the rate of 8% per annum from the date of original issuance of such
Subsequent Senior Note or the Predecessor Senior Note thereof. Interest on the
Senior Notes shall be payable on June 30 and December 31 of each year and at
said Stated Maturity, until the principal thereof is paid or duly provided for.

         On any Interest Payment Date occurring prior to 2007, the Company, in
lieu of a portion of the cash interest payment due and payable on such Interest
Payment Date on all Senior Notes, may, upon 15 days' prior written notice to the
Trustee, elect to issue Subsequent Senior Notes in an aggregate principal amount
not to exceed the lesser of (i) 2% of the principal amount of the Senior Notes
(exclusive of the Subsequent Senior Notes) outstanding on the applicable Regular
Record Date and (ii) the difference between US$10,000,000 minus the amount of
interest previously paid on the Senior Notes by the issuance of Subsequent
Senior Notes in accordance with this paragraph; provided that during 2006 the
foregoing clause (i) shall not be applicable. Each notice to the Trustee
pursuant to this paragraph shall specify the amount of interest the Company has
elected be paid pursuant to this paragraph. In no event shall the aggregate
amount of interest so paid exceed US$10,000,000. Interest paid on the Senior
Notes pursuant to this paragraph shall be paid ratably according to the amounts
of interest owing thereon and each Subsequent Senior Note issued to pay interest
on a Senior Note pursuant to this paragraph shall be of the same Type as such
Senior Note. The Company will issue such Subsequent Senior Notes pursuant to
Section 2.01 and this Article 3.

         The principal of and interest and Additional Amounts and Liquidated
Damages, if any, on the Senior Notes shall be payable at the Corporate Trust
Office of the Principal



                                       61


Paying Agent in The City of New York and at the office of the Paying Agent, in
the City of Buenos Aires and, subject to fiscal or other laws and regulations
applicable thereto, specified offices of any other Paying Agent appointed by the
Company for such purpose; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register or, in the
case of a holder of at least US$1,000,000 principal amount of Senior Notes (or,
to the extent non-US Dollar denominated, the US Dollar Equivalent of such
amount), by wire transfer to an account maintained by the payee with a bank,
provided that the Holder so elects by giving written notice to such effect
designating such account with appropriate wire transfer instructions which is
received by the Principal Paying Agent no later than the Regular Record Date
immediately preceding such Interest Payment Date. Unless such designation is
revoked, any such designation made by such Holder with respect to such Senior
Notes will remain in effect with respect to any future payments with respect to
such Senior Note payable to such Holder.

         In the event of any foreign exchange restriction or prohibition in
Argentina, any and all payments in respect of the Senior Notes shall be made, to
the extent permitted by such restriction or prohibition, in US Dollars through
(i) the sale of Bonex or of any other public or private bond issued in US
Dollars in Argentina or (ii) any other legal mechanism for the acquisition of US
Dollars in any exchange market. All costs, including any taxes, relative to such
operations to obtain US Dollars shall be borne by the Company.

         Unless otherwise required by law but subject to the following five
paragraphs, all payments made by the Company or any Subsidiary Guarantor will be
made without withholding or deduction for or on account of any present or future
taxes, duties, assessments or governmental charges or penalties and interest
related thereto ("TAXES") of whatever nature imposed, levied, collected,
withheld or assessed by or within Argentina or any authority therein or thereof
or having power to tax. In the event any such Taxes are so imposed on any
payments made by the Company or any such Subsidiary Guarantor, the Company or
such Subsidiary Guarantor, as the case may be, will pay such Additional Amounts
as may be necessary in order that the net amounts received by each Holder
(including Additional Amounts and Liquidated Damages) after any withholding or
deduction in respect of such Taxes shall equal the respective amounts of
principal, premium, if any, and interest that would have been received in
respect of the Senior Notes in the absence of such withholding or deduction;
except that no such Additional Amounts will be payable with respect to any
withholding or deduction in respect of any payment under a Senior Note or a
Subsidiary Guarantee to, or to a third party on behalf of, a Holder for or on
account of any such Taxes imposed by reason of (i) the Holder being a resident
of Argentina or having some connection with Argentina (or any political
subdivision or authority thereof) other than the mere holding of such Senior
Note or Subsidiary Guarantee or the receipt of any payment thereunder or the
exercise of rights under the Senior Notes, the Subsidiary Guarantee, if any, or
the Indenture; (ii) if presentation is required in respect of a Senior Note or a
Subsidiary Guarantee, by reason of presentation by the Holder for payment on a
date more than thirty (30) days after the date on which such payment first
became due and payable or the date on which such payment is duly provided,
whichever occurs later, except to the extent that the Holder



                                       62


would have been entitled to such Additional Amounts on presenting such Senior
Note or Subsidiary Guarantee for payment on the last date of such period of
thirty (30) days; (iii) in respect of any estate, asset (other than Personal
Asset Taxes), inheritance, gift, sales or transfer tax or similar tax assessment
or governmental charge; (iv) any tax, assessment or other governmental charge
(other than Personal Asset Taxes) which is payable otherwise than by withholding
from payments on or in respect of any Senior Note; or (v) any combination of the
reasons set forth in clause (i), (ii), (iii) or (iv) above. Furthermore, no
Additional Amounts shall be paid to a Holder that is a fiduciary or a
partnership or not the sole beneficial owner of such payment to the extent that
a beneficiary or settlor with respect to such fiduciary, a member of such
partnership or such beneficial owner would not have been entitled to receive the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Holder.

         Each Holder of Series B-1 Senior Notes and Series B-2 Senior Notes
shall provide to the Company in writing, as promptly as practicable upon
acquiring such Senior Notes, and at least fifteen Business Days prior to each
Interest Payment Date, information, documents and other evidence concerning its
nationality, residence, identity, connection with Argentina or any other matter
that may be requested by the Company in order to determine the tax treatment of
the payments on such Series B-1 Senior Notes, Series B-2 Senior Notes to be made
to such Holder, including without limitation, (i) such Holder's name, address,
residence for tax purposes, whether it is a banking or financial institution,
whether it is located (a) in a country the central bank or equivalent authority
of which has adopted the international standards approved by the Basle Committee
on Banking Regulation and Supervisory Practices, (b) in a jurisdiction not
deemed to be a low tax jurisdiction for purposes of Argentine income tax law and
regulations or (c) in a jurisdiction that has entered into an agreement with
Argentina regarding information unavailable to the tax authority of such
jurisdiction due to secrecy laws or regulations applicable in such jurisdiction
and whether such Holder is subject to the supervision of the central bank or
equivalent agency of its jurisdiction of tax residence, and (ii) if such Holder
is a resident of a country that has in force a tax treaty with Argentina which
exempts such Holder from all or part of the applicable tax, duty, assessment or
governmental charge applicable to payments on such Series B-1 Senior Notes or
Series B-2 Senior Notes, information and documentation that is required to claim
such exemption, including the statement required by General Resolution No. 3,497
of the Administracion Federal de Ingresos Publicos (or any similar rule adopted
in the future) duly certified and legalized by the corresponding tax authority,
on the terms and conditions set forth in such Resolution.

         Each Holder of Series B-1 Senior Notes and Series B-2 Senior Notes who
is a juridical person shall notify the Company in writing, as promptly as
practicable upon acquiring Senior Notes and at least fifteen Business Days prior
to each Interest Payment Date, whether its jurisdiction of tax residence
requires securities issued by juridical persons organized under the laws of such
jurisdiction to be held in registered form ("REGIMEN DE NOMINATIVIDAD DE TITULOS
VALORES"). If its jurisdiction of tax residence does not require such securities
to be held in registered form, such Holder shall state and declare in writing
whether it is an insurance company, open-end investment fund, pension fund or
bank or financial entity the head office of which is located in a country the
central



                                       63


bank or equivalent authority of which has adopted the international standards of
supervision approved by the Basle Committee on Banking Regulation and
Supervisory Practices. If such Holder does not meet such conditions, it shall
state and declare whether pursuant to its by-laws or juridical nature
("NATURALEZA JURIDICA"), such Holder (i) does not, as its principal activity,
invest outside the jurisdiction of its tax residence or (ii) is not prohibited
from performing certain transactions expressly indicated in its by-laws or in
the applicable regulatory framework in its jurisdiction of tax residence.

         As a proof of the exemptions mentioned in the previous paragraph, each
Holder of Series B-1 Senior Notes and Series B-2 Senior Notes shall submit (i)
if such Holder is a juridical person and its jurisdiction of tax residence
requires securities issued by juridical persons organized under the laws of such
jurisdiction to be held in registered form, a certificate issued by the relevant
authority of such jurisdiction which states that the shares or other securities
representative of the capital of such Holder, or in the case of a permanent
establishment, the securities representative of the capital of the company of
which such permanent establishment is a part, are considered to be in registered
form by the applicable law in the jurisdiction of its tax residence, (ii) if
such Holder is an insurance company, open-end investment fund or pension fund,
it shall submit the by-laws or articles of incorporation and amendments thereto
of such Holder and, if applicable, its parent company, (iii) if such Holder is a
banking or financial institution, it shall submit a certificate issued by (x)
the relevant central bank or (y) the relevant authority of the jurisdiction of
its tax residence or that of its parent company, if applicable, that states
whether the international standards approved by the Basle Committee on Banking
Regulation and Supervisory Practices is applicable to such Holder or (iv) if
such Holder declares that pursuant to its by-laws or its juridical nature, such
Holder (x) does not, as its principal activity, invest outside its jurisdiction
of tax residence or (y) is not prohibited from performing certain transactions
expressly indicated in its by-laws or in the applicable regulatory framework in
its jurisdiction of tax residence, such Holder shall submit such by-laws or
articles of incorporation. When the Holder is a permanent establishment, it may
submit a valid certificate issued by its parent company duly certified by the
appropriate Governmental Agency.

         The documents referred to in the preceding three paragraphs shall be
notarized and either apostilled in accordance with the Hague Convention or
consularized by the Argentine Consulate of the jurisdiction of tax residence of
the relevant entity.

         If a Holder of Series B-1 Senior Notes or Series B-2 Senior Notes does
not submit all or part of the information, documents or evidence that may be
requested by the Company from time to time, the Company will not be obligated to
pay any Additional Amounts on the Series B-1 Senior Notes, Series B-2 Senior
Notes or APE Senior Notes of such Holder and will apply the withholdings or
deductions that may be required by laws or regulations to the payment of the
taxes, duties, assessment or other governmental charges that may be payable as a
result of the failure to provide such information in whole or in part.


                                       64


         The Company will inform the Trustee in writing if it will not be
obligated to pay any Additional Amounts in respect of any Series B-1 Notes or
Series B-2 Notes pursuant to the information received from each holder.

         At least 30 calendar days (in the case of all Senior Notes other than
Series B-1 and Series B-2 Senior Notes) or 10 calendar days (in the case of
Series B-1 and Series B-2 Senior Notes) prior to each date on which any payment
under or with respect to the Senior Notes is due and payable, if the Company or
any Subsidiary Guarantor, as applicable, will be obligated to pay Additional
Amounts with respect to such payment, the Company or such Subsidiary Guarantor
will deliver to the Trustee an Officers' Certificate stating the fact that such
Additional Amounts will be payable and the amounts so payable and will set forth
such other information necessary to enable the Trustee to pay such Additional
Amounts to holders on the payment date and specifying the amount required to be
deducted or withheld on the payments of principal and interest (and premium, if
any) due on such payment date for or on account of Taxes and certifying that
such amount will be deducted or withheld and paid by the Company or Subsidiary
Guarantor, as the case may be, to the appropriate taxing or governmental
authority. The Company hereby agrees to indemnify each of the Trustee, the
Principal Paying Agent and each other Paying Agent for, and to hold it harmless
against any loss, liability, or expense incurred without negligence, bad faith
or willful misconduct on its part, arising out of or in connection with actions
taken or omitted by it in reliance on any certificate furnished pursuant to this
Section or the failure to furnish such a certificate. The obligations of the
Company under this Section shall survive the payment of the Senior Notes and the
resignation or removal of the Trustee, the Principal Paying Agent or any other
Paying Agent and the termination of this Indenture. Whenever in the Indenture
there is mentioned, in any context, the payment of principal, premium, if any,
interest, Liquidated Damages, if any, or any other amount payable, under or with
respect to any Senior Note or Subsidiary Guarantee, such mention shall be deemed
to include mention of the payment of Additional Amounts to the extent that, in
such context, Additional Amounts are payable in respect thereof.

         If the Company is held liable for any Personal Asset Taxes imposed on
the Holders or direct owners of Senior Notes with respect to the Senior Notes,
the Company hereby agrees to waive any right that it may have as a matter of
Argentine law to seek reimbursement from such Holders or direct owners of Senior
Notes for any such Personal Asset Taxes paid.

         In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest and penalties,
payable in Argentina or the United States or any political subdivision thereof
or taxing authority thereof or in the foregoing in respect of the creation,
issue and offering of the Senior Notes, and will pay any court, documentary or
similar taxes and duties required to be paid in connection with the enforcement
of the Senior Notes following the incurrence of any Event of Default.

         The Senior Notes shall be redeemable as provided in Article Eleven.



                                       65


              SECTION 3.02. Denominations.

         The Senior Notes shall be issuable only in registered non-endorsable
form without coupons and only in denominations of $1,000, Euros 1,000 and Ps.
1,000 and any integral multiple thereof.

              SECTION 3.03. Execution, Authentication, Delivery and Dating.

         The Senior Notes shall be executed on behalf of the Company by a member
of the Supervisory Committee of the Company and by a Director of the Company.
The signature of any of these officers on the Senior Notes may be manual or,
subject to the applicable regulations of the CNV, facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Senior Notes.

         Senior Notes bearing the manual or facsimile signatures of individuals
who were at any time a member of the Supervisory Committee and a Director of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Senior Notes or did not hold such offices at the date of such Senior
Notes.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Senior Notes executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Senior Notes, directing the Trustee to
authenticate the Senior Notes and certifying that all conditions precedent to
the issuance of Senior Notes contained herein have been fully complied with, and
the Trustee in accordance with such Company Order shall authenticate and deliver
such Senior Notes. In each case, the Trustee shall be entitled to receive (i) an
Officers' Certificate and an Opinion of Counsel of the Company stating that the
issuance and authentication of such Senior Notes comply with this Indenture and
all other relevant law, supplemented by such other representations and
warranties as the Trustee may reasonably request in connection with such
authentication of Senior Notes and (ii) an Opinion of Counsel to the effect that
(x) this Indenture and such Senior Notes, (y) this Indenture and (z) the Pledge
Agreement are the legal, valid and binding obligations of the Company, the
Subsidiary Guarantors party hereto and the Permitted Holders party to the Pledge
Agreement, respectively, enforceable against the Company, such Subsidiary
Guarantors and such Permitted Holders, respectively, in accordance with their
respective terms, that the Pledge Agreement creates a security interest in the
collateral covered thereby as security for such Senior Notes and that all action
has been taken which is required to perfect such security interest, which
Opinion of Counsel may be subject to customary exceptions regarding bankruptcy,
equitable principles and other matters and may state that no opinion is
expressed with respect to the title to such collateral. Such order shall specify
the amount of Senior Notes to be authenticated and the date on which the
original issue of Senior Notes is to be authenticated.

         Each Senior Note shall be dated the date of its authentication.



                                       66


         No Senior Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Senior Note
a certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of an authorized signatory, and
such certificate upon any Senior Note shall be conclusive evidence, and the only
evidence, that such Senior Note has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.

         In case the Company, pursuant to Article Eight, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Senior Notes
authenticated or delivered prior to such consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Senior Notes executed in the name
of the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Senior Notes
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver
Senior Notes as specified in such request for the purpose of such exchange. If
Senior Notes shall at any time be authenticated and delivered in any new name of
a successor Person pursuant to this Section in exchange or substitution for or
upon registration of transfer of any Senior Notes, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Senior Notes at the time Outstanding for Senior Notes
authenticated and delivered in such new name.

              SECTION 3.04. Temporary Senior Notes.

         Pending the preparation of definitive Senior Notes, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Senior Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Senior Notes in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Senior Notes may determine, as
conclusively evidenced by their execution of such Senior Notes.

         If temporary Senior Notes are issued, the Company will cause definitive
Senior Notes to be prepared without unreasonable delay. After the preparation of
definitive Senior Notes, the temporary Senior Notes shall be exchangeable for
definitive Senior Notes upon surrender of the temporary Senior Notes at the
office or agency of the Company designated for such purpose pursuant to Section
10.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Senior Notes, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Senior Notes of authorized denominations.



                                       67


Until so exchanged, the temporary Senior Notes shall in all respects be entitled
to the same benefits under this Indenture as definitive Senior Notes.

              SECTION 3.05. Registration, Registration of Transfer and Exchange.

         Subject to any applicable laws and such reasonable regulations as it
may prescribe, Banco Rio de la Plata S.A., as Registrar, shall keep a register
(the "NOTE REGISTER") at its registrar offices in Buenos Aires, Argentina set
forth in Section 1.05 of this Indenture for the registration of ownership,
exchange, and transfer of the Senior Notes. The Bank of New York, as
Co-Registrar, shall also maintain a record of all registrations of ownership,
exchange and transfer of Senior Notes. The Co-Registrar shall give prompt
written notice to the Registrar and the Registrar shall likewise give prompt
written notice to the Co-Registrar of any registration of ownership, exchange or
transfer of Senior Notes. Included in the books and records for the Senior Notes
shall be notations as to whether such Senior Notes have been paid, exchanged or
transferred and canceled or lost, stolen, mutilated or destroyed and whether
such Senior Notes have been replaced. In the case of the replacement of any of
the Senior Notes, the Registrar and the Co-Registrar shall keep a record of the
Senior Note so replaced and the Senior Note issued in replacement thereof. In
the case of the cancellation of any of the Senior Notes, the Registrar and the
Co-Registrar shall keep a record of the Senior Note so canceled and the date on
which such Senior Note was canceled.

         Upon presentation for exchange or transfer of any Senior Note at the
office of either the Registrar or Co-Registrar accompanied by a written
instrument of exchange or transfer in a form approved by the Company duly
executed by the registered Holder or his attorney-in-fact duly authorized in
writing, and upon completion of any certification required by the terms of this
Indenture, such Senior Note shall be exchanged or transferred upon the Note
Register, and one or more new Senior Notes shall be authenticated and issued in
the name of the Holder (in the case of exchanges only) or the transferee, as the
case may be. No exchange or transfer of a Senior Note shall be effective under
this Indenture or the Senior Notes unless and until such Senior Note has been
registered in the name of such Person in the Note Register. Furthermore, the
exchange or transfer of any Senior Note shall not be effective under this
Indenture or the Senior Notes unless the request for such exchange or transfer
is made by the registered Holder or by a duly authorized attorney-in-fact at the
office of the Registrar or the Co-Registrar.

         Furthermore, any Holder of any Global Senior Note shall, by acceptance
of such Global Senior Note, agree that transfers of beneficial interest in such
Global Senior Note may be effected only through a book-entry system maintained
by the Holder of such Global Senior Note (or its agent), and that ownership of a
beneficial interest in the Senior Note shall be required to be reflected in a
book entry.

         At the option of the Holder, Senior Notes of a series may be exchanged
for other Senior Notes of such series of any authorized denomination and of a
like aggregate principal amount, upon surrender of the Senior Notes to be
exchanged at such office or agency. Whenever any Senior Notes are so surrendered
for exchange, the Company shall



                                       68


execute, and the Trustee shall authenticate and deliver, the Senior Notes which
the Holder making the exchange is entitled to receive.

         All Senior Notes issued upon any registration of transfer or exchange
of Senior Notes shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Senior
Notes surrendered upon such registration of transfer or exchange.

         Every Senior Note presented or surrendered for registration of transfer
or for exchange shall be duly endorsed, or (if so required by the Company) be
accompanied by a written instrument of transfer, in form satisfactory to the
Company, duly executed by the Holder thereof or his attorney duly authorized in
writing.

         No service charge shall be made for any registration of transfer or
exchange or redemption of Senior Notes, except for the expense of delivery other
than by regular mail (if any) and except that the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Senior
Notes, other than exchanges pursuant to Section 3.04, 9.06, 10.15, 10.16 or
11.08 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Senior Note during a period beginning at the opening of
business 15 days before the selection of Senior Notes to be redeemed under
Section 11.04 and ending at the close of business on the day of such mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Senior Note so selected for redemption in whole or in part, except
the unredeemed portion of any Senior Note being redeemed in part.

              SECTION 3.06. Book-entry Provisions for Global Senior Notes.

(a) Each Global Senior Note initially shall (i) be registered in the name of the
Depositary for such Global Senior Notes or the nominee of such Depositary, (ii)
be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02. Members of, or participants in, the
Depositary ("AGENT MEMBERS") shall have no rights under this Indenture with
respect to any Global Senior Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Senior Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner
of any Senior Note. The registered holder of a Global Senior Note may grant
proxies and otherwise authorize any person, including Agent Members and persons
that may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Senior Notes.


                                       69


              (b) Interests of beneficial owners in a Global Senior Note may be
transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of Section 3.07. Transfers of a Global Senior Note
shall be limited to transfers of such Global Senior Note in whole, but not in
part, to the Depositary, its successors or their respective nominees, except
that U.S. Physical Senior Notes and Offshore Physical Senior Notes shall be
transferred to beneficial owners of U.S. Global Senior Notes and Offshore Global
Senior Notes, respectively, in exchange for their beneficial interests in U.S.
Global Senior Notes and Offshore Global Senior Notes, respectively, in the
following circumstances: (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the applicable Global Senior
Note or the Depositary ceases to be a "CLEARING AGENCY" registered under the
Exchange Act and a successor depositary is not appointed by the Company within
90 days or (y) an Event of Default has occurred and is continuing and Holders of
more than 25% in aggregate principal amount of the Senior Notes at the time
outstanding represented by the Global Senior Notes advise the Trustee through
the Depositary in writing that the continuation of a book-entry system through
the Depositary with respect to Global Senior Notes is no longer required. In
connection with a transfer of an entire Global Senior Note to beneficial owners
pursuant to clause (ii) of this paragraph (b), the applicable Global Senior Note
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the applicable Global Senior Note, an equal aggregate principal
amount of U.S. Physical Senior Notes (in the case of the U.S. Global Senior
Note) or Offshore Physical Senior Notes (in the case of the Offshore Global
Senior Note), as the case may be, of authorized denominations.

              (c) Any beneficial interest in one of the Global Senior Notes that
is transferred to a person who takes delivery in the form of an interest in the
other Global Senior Note will, upon transfer, cease to be an interest in such
Global Senior Note and become an interest in the other Global Senior Note and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Senior Note for as long as it remains such an interest.

              (d) Any U.S. Physical Senior Note delivered in exchange for an
interest in the U.S. Global Senior Note pursuant to paragraph (b) of this
Section shall, unless such exchange is made on or after the Resale Restriction
Termination Date and except as otherwise provided in Section 3.07, bear the
Private Placement Legend.

              (e) Any Offshore Physical Senior Note delivered in exchange for an
interest in the Offshore Global Senior Note pursuant to paragraph (b) of this
Section shall, unless such exchange is made after the Offshore Senior Note
Restricted Period, and except as otherwise provided in Section 3.07, bear the
Private Placement Legend.


                                       70



              SECTION 3.07. Transfer Provisions.

              (a) General. The provisions of this Section 3.07 shall apply to
all transfers involving any Physical Senior Note and any beneficial interest in
any Global Senior Note.

              (b) Certain Definitions. As used in this Section 3.07 only,
"DELIVERY" of a certificate by a transferee or transferor means the delivery to
the Registrar or Co-Registrar by such transferee or transferor of the applicable
certificate duly completed; "HOLDING" includes both possession of a Physical
Senior Note and ownership of a beneficial interest in a Global Senior Note, as
the context requires; "TRANSFERRING" a Global Senior Note means transferring
that portion of the principal amount of the transferor's beneficial interest
therein that the transferor has notified the Co-Registrar that it has agreed to
transfer; and "TRANSFERRING" a Physical Senior Note means transferring that
portion of the principal amount thereof that the transferor has notified the
Registrar or Co-Registrar that it has agreed to transfer.

         As used in this Indenture, "ACCREDITED INVESTOR CERTIFICATE" means a
certificate substantially in the form set forth in Section 3.08; "REGULATION S
CERTIFICATE" means a certificate substantially in the form set forth in Section
3.09; "RULE 144A CERTIFICATE" means a certificate substantially in the form set
forth in Section 3.10; and "NON-REGISTRATION OPINION AND SUPPORTING EVIDENCE"
means a written opinion of counsel reasonably acceptable to the Company to the
effect that, and such other certification or information as the Company may
reasonably require to confirm that, the proposed transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

              (c) [Intentionally Omitted]

              (d) Deemed Delivery of a Rule 144A Certificate in Certain
Circumstances. A Rule 144A Certificate, if not actually delivered, will be
deemed delivered if (A) (i) the transferor advises the Company and the Trustee
in writing that the relevant offer and sale were made in accordance with the
provisions of Rule 144A (or, in the case of a transfer of a Physical Senior
Note, the transferor checks the box provided on the Physical Senior Note to that
effect) and (ii) the transferee advises the Company and the Trustee in writing
that (x) it and, if applicable, each account for which it is acting in
connection with the relevant transfer, is a qualified institutional buyer within
the meaning of Rule 144A, (y) it is aware that the transfer of Senior Notes to
it is being made in reliance on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A, and (z) prior to the proposed date
of transfer it has been given the opportunity to obtain from the Company the
information referred to in Rule 144A(d)(4), and has either declined such
opportunity or has received such information (or, in the case of a transfer of a
Physical Senior Note, the transferee signs the certification provided on the
Physical Senior Note to that effect); or (B) the transferor holds the U.S.
Global Senior Note and is transferring to a transferee that will take delivery
in the form of the U.S. Global Senior Note.


                                       71


              (e) Procedures and Requirements. (i) Transfers to QIBs. The
following provisions shall apply with respect to the registration of any
proposed transfer of a Physical Senior Note bearing the Private Placement Legend
or an interest in any Global Senior Note bearing the Private Placement Legend to
a QIB (excluding Non-U.S. Persons):

              (A) If the Senior Note to be transferred is (1) a Physical Senior
         Note, the Registrar shall register the transfer if such transfer is
         being made by a proposed transferor who delivers (or is deemed to have
         delivered) a Rule 144A Certificate or (2) an interest in any Global
         Senior Note, the transfer of such interest may be effected only through
         the book entry system maintained by the Depositary if such transfer is
         being made by a proposed transferor who delivers (or is deemed to have
         delivered) a Rule 144A Certificate.

              (B) If the proposed transferee is an Agent Member and the Senior
         Note to be transferred is a Physical Senior Note, upon receipt by the
         Registrar of the documents referred to in clause (i)(A) and
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the
         relevant Global Senior Note in an amount equal to the principal amount
         of the Physical Senior Note to be transferred and the Trustee shall
         cancel the Physical Senior Note so transferred.

         (ii) Transfers of, or of Interests in, Offshore Senior Notes. The
following provisions shall apply with respect to registration of any proposed
transfer of, or of interests in, Offshore Senior Notes:

              (A) The Registrar shall register the transfer of, or of an
         interest in, any Offshore Senior Note bearing the Private Placement
         Legend (1) if the proposed transferee is a Non-U.S. Person and the
         proposed transferor has delivered to the Registrar a Regulation S
         Certificate or (2) if the proposed transferee is a QIB and the proposed
         transferor delivers (or is deemed to have delivered) a Rule 144A
         Certificate.

              (B) If the proposed transferee of an interest in any Offshore
         Global Senior Note bearing the Private Placement Legend is an Agent
         Member, upon receipt by the Registrar of the documents referred to in
         clause (ii)(A)(2) and instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the relevant U.S. Global Senior Note in an amount
         equal to the principal amount of the Offshore Global Senior Note to be
         transferred and the Trustee shall decrease by such amount the amount of
         such Offshore Global Senior Note.

              (C) Prior to the expiration of the Offshore Senior Note Restricted
         Period with respect to an Offshore Senior Note, the Registrar shall
         refuse to


                                       72


         register the transfer of, or of an interest in, such Offshore Senior
         Note to any U.S. Person; and

              (D) After the expiration of the Offshore Senior Note Restricted
         Period with respect to an Offshore Senior Note, the Registrar shall
         register the transfer of, or of an interest in, such Offshore Senior
         Note without requiring any additional certification.

         (iii) Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any transfer of, or of interests in, a
Senior Note to a Non-U.S. Person:

              (A) Prior to the completion of the Offshore Senior Note Restricted
         Period with respect to such Senior Note, the Registrar shall register
         any proposed transfer of, or of an interest in, such Senior Note to a
         Non-U.S. Person upon receipt of a Regulation S Certificate from the
         proposed transferor.

              (B) After the completion of the Offshore Senior Note Restricted
         Period with respect to such Senior Note, the Registrar shall register
         any proposed transfer of, or of an interest in, such Senior Note to any
         Non-U.S. Person if such Senior Note or interest is a U.S. Physical
         Senior Note or an interest in a U.S. Global Senior Note, upon receipt
         of a Regulation S Certificate from the proposed transferor.

              (C) If the proposed transferor is an Agent Member holding a
         beneficial interest in the U.S. Global Senior Note, upon receipt by the
         Registrar of (1) the documents, if any, required by paragraph (iii)(B)
         and (2) instructions in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the U.S.
         Global Senior Note in an amount equal to the principal amount of the
         beneficial interest in the U.S. Global Senior Note to be transferred,
         and if the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Offshore Global Senior Note in an amount equal to the principal amount
         of the U.S. Physical Senior Note or the U.S. Global Senior Note, as the
         case may be, to be transferred, and the Trustee shall cancel the
         Physical Senior Note, if any, so transferred or decrease the amount of
         the U.S. Global Senior Note, as the case may be.

         (iv) Transfers to Accredited Investors. The following provisions shall
apply with respect to registration of any proposed transfer of a Physical Senior
Note bearing the Private Placement Legend or an interest in any Global Senior
Note bearing the Private Placement Legend to an Accredited Investor (excluding
Non-U.S. Persons):

              (A) The Registrar shall register the transfer of any Senior Note,
         whether or not such Senior Note bears the Private Placement Legend, if
         (1)(x) the



                                       73


         requested transfer is at least two years after the Original Issue Date
         of the Series A-1 Senior Notes and the Series B-1 Senior Notes and (y)
         the proposed transferee has certified to the Registrar that the
         requested transfer is at least two years after the last date on which
         such Senior Note was held by the Company or an Affiliate of the
         Company, or (2) (x) if such transfer is being made by a proposed
         transferee who delivers an Accredited Investor Certificate and (y) upon
         the furnishing by the proposed transferor or transferee of a
         Non-Registration Opinion and Supporting Evidence.

              (B) If the proposed transferor is an Agent Member and the Senior
         Note to be transferred is a beneficial interest in a Global Senior
         Note, upon receipt by the Registrar of the documents referred to in
         clause (iv)(A) and instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and decrease in the principal
         amount of the relevant Global Senior Note in an amount equal to the
         principal amount of the beneficial interest in the Global Senior Note
         to be transferred, and the Company shall execute, and the Trustee shall
         authenticate and deliver, one or more Accredited Investor Senior Notes
         of like tenor and amount.

              (f) Execution, Authentication and Delivery of Physical Senior
Notes. In any case in which the Co-Registrar is required to deliver a Physical
Senior Note to a transferee, the Company shall execute, and the Trustee shall
authenticate and deliver, such Physical Senior Note.

              (g) Certain Additional Terms Applicable to Physical Senior Notes.
(i) Any transferee entitled to receive a Physical Senior Note may request that
the principal amount thereof be evidenced by one or more Physical Senior Notes
in any authorized denomination or denominations and the Registrar or
Co-Registrar shall comply with such request if all other transfer restrictions
are satisfied.

         (ii) In the event that a transferor transfers less than the entire
principal amount of a Physical Senior Note surrendered for transfer, following
the transfer the Registrar or Co-Registrar shall deliver to the transferor a new
Physical Senior Note of the same type in principal amount equal to the
untransferred portion of the surrendered Physical Senior Note.

              (h) Transfers Not Covered by Section 3.07(e). The Co-Registrar
shall effect and record, upon receipt of a written request from the Company so
to do, a transfer not otherwise permitted by Section 3.07(e), such recording to
be done in accordance with the otherwise applicable provisions of Section
3.07(e), upon the furnishing by the proposed transferor or transferee of a
Non-Registration Opinion and Supporting Evidence.

              (i) General. Upon the transfer, exchange or replacement of Senior
Notes not bearing the Private Placement Legend, the Registrar shall deliver
Senior Notes that do not bear the Private Placement Legend. Except as otherwise
provided hereunder, upon the transfer, exchange or replacement of Senior Notes
bearing the Private



                                       74


Placement Legend, the Registrar shall deliver only Senior Notes that bear the
Private Placement Legend unless there is delivered to the Registrar, as
applicable, either (A) a Non- Registration Opinion or (B) an Opinion of Counsel
reasonably satisfactory to the Company and the Trustee to the effect that such
legend is not required in order to maintain compliance with the provisions of
the Securities Act. By its acceptance of any Senior Note bearing the Private
Placement Legend, each Holder of such Senior Note acknowledges the restrictions
on transfer of such Senior Note set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Senior Note only as
provided in the Indenture. Neither the Registrar nor the Co-Registrar shall
register a transfer of any Senior Note unless such transfer complies with the
restrictions with respect thereto set forth in this Indenture. Neither the
Registrar nor the Co-Registrar shall be required to determine (but may rely upon
a determination made by the Company) the sufficiency of any such certifications,
legal opinions or other information.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Senior Note (including any transfers between or among Agent Members or
beneficial owners of interests in any Global Senior Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

              SECTION 3.08. Form of Accredited Investor Certificate.

                         Accredited Investor Certificate

To:        The Bank of New York,
           as Trustee (the "TRUSTEE")
           101 Barclay Street
           Floor 8 West
           New York, New York 10286

         Attention: Corporate Trust Administration

         Re:      Indenture (the "INDENTURE") dated as of October 22, 2004
                  between Mastellone Hermanos S.A. (the "COMPANY") and the
                  Trustee


Ladies and Gentlemen:

         This Certificate relates to our proposed purchase of
US$/Euros/Ps.___________ principal amount of 8% [_________] Collateralized
Senior Notes due 2012 issued under the Indenture. We and, if applicable, each
account for which we are acting, are "ACCREDITED INVESTORS" within the meaning
of such term in Rule 501(a)[(1), (2), (3) or (7)] [(5) or (6)] ("RULE 501")
under the Securities Act of 1933, as amended (the "SECURITIES ACT") that is
purchasing at least US$250,000 of Senior Notes. We are acquiring the Senior
Notes for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act and we have



                                       75


such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Senior Notes. We and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment for an indefinite period. We are aware that the transfer
of such Senior Notes to us is being made in reliance on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 501.

         You and the Company are entitled to conclusively rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

                                                     Very truly yours,

                                                     [NAME OF SELLER]


                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:
                                                        Address:
         Date of this Certificate:  _________ __, ____

              SECTION 3.09. Form of Regulation S Certificate.

                            Regulation S Certificate

To:      The Bank of New York,
         as Trustee (the "TRUSTEE")
         101 Barclay Street
         Floor 8 West
         New York, New York 10286

         Attention: Corporate Trust Administration

         Re:      Indenture (the "INDENTURE") dated as of October 22, 2004
                  between Mastellone Hermanos S.A. (the "COMPANY") and the
                  Trustee

Ladies and Gentlemen:

         This Certificate relates to our proposed transfer of
US$/Euros/Ps.___________ principal amount of 8% [_________] Collateralized
Senior Notes due 2012 issued under the Indenture. Terms are used in this
Certificate as defined in Regulation S under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). We hereby certify as follows:

         1. The offer of such Senior Notes was not made to a person in the
United States (unless such person or the account held by it for which it is
acting is excluded from the definition of "U.S. PERSON" pursuant to Rule 902(o)
of Regulation S under the



                                       76


circumstances described in Rule 902(i)(3) of Regulation S) or specifically
targeted at an identifiable group of U.S. citizens abroad.

         2. Either (a) at the time the buy order was originated, the buyer was
outside the United States or we and any person acting on our behalf reasonably
believed that the buyer was outside the United States or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market, and neither we nor any person acting on our behalf knows that the
transaction was pre-arranged with a buyer in the United States.

         3. Neither we, any of our affiliates, nor any person acting on our or
their behalf has made any directed selling efforts in the United States.

         4. The proposed transfer of such Senior Notes is not part of a plan or
scheme to evade the registration requirements of the Securities Act.

         5. If we are a dealer or a person receiving a selling concession or
other fee or remuneration in respect of such Senior Notes, and the proposed
transfer takes place before completion of the Offshore Senior Note Restricted
Period with respect to such Senior Notes referred to in the Indenture, or we are
an officer or director of the Company or a distributor, we certify that the
proposed transfer is being made in accordance with the provisions of Rule 904(c)
of Regulation S.

         You and the Company are entitled to conclusively rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

                                                     Very truly yours,

                                                     [NAME OF SELLER]


                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:
                                                        Address:

Date of this Certificate:  _________ __, ____

         SECTION 3.10. Form of Rule 144A Certificate.

                              Rule 144A Certificate

To:        The Bank of New York,
           as Trustee (the "TRUSTEE")
           101 Barclay Street
           Floor 8 West


                                       77


           New York, New York 10286

         Attention: Corporate Trust Administration

         Re:      Indenture (the "INDENTURE") dated as of October 22, 2004
                  between Mastellone Hermanos S.A. (the "COMPANY") and the
                  Trustee

Ladies and Gentlemen:

         This Certificate relates to our proposed purchase of
US$/Euros/Ps.___________ principal amount of 8% [_________] Collateralized
Senior Notes due 2012 issued under the Indenture. We and, if applicable, each
account for which we are acting, are "QUALIFIED INSTITUTIONAL BUYERS" within the
meaning of Rule 144A ("RULE 144A") under the Securities Act of 1933, as amended
(the "SECURITIES ACT"). We are aware that the transfer of such Senior Notes to
us is being made in reliance on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. Prior to the date of this
Certificate we have been given the opportunity to obtain from the Company the
information referred to in Rule 144A(d)(4), and have either declined such
opportunity or have received such information.

         You and the Company are entitled to conclusively rely upon this
Certificate and are irrevocably authorized to produce this Certificate or a copy
hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

                                                     Very truly yours,

                                                     [NAME OF PURCHASER]


                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:
                                                        Address:

Date of this Certificate:  _________ __, ____

              SECTION 3.11. Mutilated, Destroyed, Lost and Stolen Senior Notes.

         If (a) any mutilated Senior Note is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Senior Note, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Senior Note has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Senior Note or in lieu of any such
destroyed, lost or stolen Senior Note, a new Senior Note of like series, tenor
and principal amount, bearing a number not contemporaneously outstanding.



                                       78


         In case any such mutilated, destroyed, lost or stolen Senior Note has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Senior Note, pay such Senior Note.

         Upon the issuance of any new Senior Note under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Senior Note issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Senior Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Senior Notes duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Senior Notes.

              SECTION 3.12. Payment of Interest; Interest Rights Preserved.

         Interest on any Senior Note (and any Additional Amounts payable in
respect thereof and any Liquidated Damages) which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name such Senior Note (or one or more Predecessor Senior Notes)
is registered at the close of business on the Regular Record Date for such
interest at the offices or agencies of the Company in The City of New York and
the City of Buenos Aires maintained for such purposes (which initially will be
the Principal Paying Agent and the Registrar, respectively) pursuant to Section
10.02.

         Subject to the Company's right pursuant to Section 3.01 to pay interest
on Senior Notes by the issuance of Subsequent Senior Notes, the Company shall
provide to the Principal Paying Agent in same day funds on or before 12 Noon
(New York City time) one Business Day prior to each date on which a payment of
principal of or any interest on the Senior Notes shall become due, as set forth
in the text of the Senior Notes, such amount in US Dollars as is necessary to
make such payment, and the Company hereby authorizes and directs the Principal
Paying Agent from funds so provided to it to make or cause to be made payment of
the principal of and any interest, as the case may be, on the Senior Notes as
set forth herein and in the text of said Senior Notes; provided that payment of
interest on the Senior Notes may be made directly by the Company, by US Dollar
check drawn on a bank in The City of New York mailed to the Person entitled
thereto as provided in the text of the Senior Notes. Payments of any interest on
the Senior Notes may be made, in the case of a registered holder of at least
US$1,000,000 aggregate principal amount of Senior Notes, by wire transfer to an
account maintained by the payee with a bank; provided that such Holder elects
payment by wire transfer by giving written notice to the Principal Paying Agent
to such effect designating such



                                       79


account with appropriate wire transfer instructions no later than the Regular
Record Date immediately preceding such Interest Payment Date, or such other date
at the discretion of the Principal Paying Agent. Unless such designation is
revoked, any such designation made by such Holder with respect to such Senior
Notes shall remain in effect with respect to any future payments of interest
with respect to such Senior Notes payable to such Holder. The Company shall pay
any administrative costs imposed by banks in connection with making payments by
wire transfer. The Principal Paying Agent shall arrange directly with any other
Paying Agent who may have been appointed by the Company pursuant to the
provisions of this Indenture for the payment from funds so paid by the Company
to the Principal Paying Agent of the principal of and any interest on the Senior
Notes as set forth herein and in the text of said Senior Notes. Notwithstanding
the foregoing, the Company may upon prompt written notice to the Principal
Paying Agent and the Trustee provide directly to another Paying Agent funds for
the payment of the principal or any interest on any of the Senior Notes pursuant
to an agreement with respect to such funds containing substantially the same
terms and conditions set forth in this Section 3.12; and the Principal Paying
Agent shall have no responsibility with respect to any funds so provided by the
Company to any such other Paying Agent.

         Any interest on any Senior Note (and any Additional Amounts and
Liquidated Damages payable in respect thereof) which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by virtue
of having been such Holder, and such defaulted interest (and any Additional
Amounts and Liquidated Damages payable in respect thereof) and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Senior
Notes (such defaulted interest and interest thereon herein collectively called
"DEFAULTED INTEREST") may be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below:

              (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Senior Notes (or their respective
Predecessor Senior Notes) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Senior Note and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date, and in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given in the
manner provided for in Section 1.06, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special



                                       80


Record Date therefor having been so given, such Defaulted Interest shall be paid
to the Persons in whose names the Senior Notes (or their respective Predecessor
Senior Notes) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).

              (b) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Senior Notes may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Senior Note
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Senior Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Senior Note.

              SECTION 3.13. Persons Deemed Owners.

         Prior to the due presentment of a Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Note is registered as the owner of such
Senior Note for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Sections 3.05 and 3.11) interest on such Senior Note and
for all other purposes whatsoever, whether or not such Senior Note be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

              SECTION 3.14. Cancellation.

         All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be promptly canceled by it and delivered to the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Senior Notes previously
authenticated hereunder which the Company has not issued and sold, and all
Senior Notes so delivered shall be promptly canceled by the Trustee. If the
Company shall so acquire any of the Senior Notes, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Senior Notes unless and until the same are surrendered to
the Trustee for cancellation. No Senior Notes shall be authenticated in lieu of
or in exchange for any Senior Notes canceled as provided in this Section, except
as expressly permitted by this Indenture. All canceled Senior Notes held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedures and certification of their disposal delivered to the Company unless
by Company Order the Company shall direct that canceled Senior Notes be returned
to it.


                                       81


              SECTION 3.15. Computation of Interest.

         Interest on the Senior Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

              SECTION 3.16. Cusip and CINS Numbers.

         The Company in issuing the Senior Notes may use "CUSIP" and "CINS"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" or
"CINS" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Senior Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Senior Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the "CUSIP" or
"CINS" numbers.

                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

              SECTION 4.01. Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of the
Senior Notes as expressly provided for herein or pursuant hereto and obligations
to pay Additional Amounts and except as otherwise provided herein in the last
paragraph of this Section 4.01) and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture when

              (a) either

              (i) all the Senior Notes theretofore authenticated and delivered
         (other than (i) Senior Notes which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 3.10 and
         (ii) Senior Notes for whose payment money has theretofore been
         deposited in trust with the Trustee or any Paying Agent or segregated
         and held in trust by the Company and thereafter repaid to the Company
         or discharged from such trust, as provided in Section 10.03) have been
         delivered to the Trustee for cancellation; or

              (ii) all Senior Notes not theretofore delivered to the Trustee for
         cancellation

                   (A) have become due and payable, or

                   (B) will become due and payable at their Stated Maturity
              within one year, or


                                       82


                   (C) are to be called for redemption within one year under
              arrangements satisfactory to the Trustee for the giving of notice
              of redemption by the Trustee in the name, and at the expense, of
              the Company, and the Company or any Subsidiary Guarantor has
              irrevocably deposited or caused to be deposited with the Trustee
              as trust funds in trust for such purpose an amount sufficient to
              pay and discharge the entire Indebtedness on such Senior Notes not
              theretofore delivered to the Trustee for cancellation, for
              principal of, premium, if any, and interest on the Senior Notes to
              the date of such deposit (in the case of Senior Notes which have
              become due and payable) or to the Stated Maturity or Redemption
              Date, as the case may be;

              (b) the Company or any Subsidiary Guarantor has paid or caused to
be paid all sums payable hereunder by the Company and any Subsidiary Guarantor;
and

              (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Sections 6.06 and 10.09 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive.

              SECTION 4.02. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Senior Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                                   ARTICLE 5
                                    REMEDIES

              SECTION 5.01. Events of Default.

         "EVENT OF DEFAULT", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):



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              (a) default in the payment of any interest or any Additional
Amounts or Liquidated Damages on any Senior Note when such amounts become due
and payable, and continuance of such default for a period of 30 days;

              (b) default in the payment of the principal of and/or premium, if
any, on any Senior Note when due and payable at its Maturity;

              (c) default in the performance, or breach, of the provisions
described in Section 8.01, the failure to make or consummate a Change of Control
Offer in accordance with the provisions of Section 10.16 or the failure to make
or consummate an Excess Proceeds Offer in accordance with the provisions of
Section 10.17;

              (d) default in the performance, or breach, of any covenant or
agreement of the Company or any Subsidiary Guarantor contained in this Indenture
or any Subsidiary Guarantee (other than a default in the performance, or breach,
of a covenant or agreement which is specifically dealt with in clause (a), (b)
or (c) above) and continuance of such default or breach for a period of 30 days
after written notice shall have been given to the Company by the Trustee or to
the Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the Senior Notes then Outstanding;

              (e) (i) failure by either of the Company or any of its Significant
Subsidiaries to make any payment when due and after the date which is 10 days
beyond the expiration of any applicable grace period, in respect of any
Indebtedness of the Company (other than Non-Participating Existing Notes and
Non-participating Existing Bank Debt) or any of such Significant Subsidiaries
that has an aggregate outstanding principal amount in excess of US$10,000,000
(or, to the extent non-US Dollar denominated, the US Dollar Equivalent of such
amount) or (ii) one or more defaults under one or more mortgages, bonds,
debentures or other evidences of Indebtedness under which the Company (other
than as aforesaid) or any Significant Subsidiary then has outstanding
Indebtedness in excess of US$10,000,000 (or, to the extent non-US Dollar
denominated, the US Dollar Equivalent of such amount), individually or in the
aggregate, and either (x) a principal amount of such Indebtedness in excess of
US$10,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount) is already due and payable in full or (y) such
default or defaults have resulted in the acceleration of the maturity of such
Indebtedness;

              (f) one or more final judgments or orders shall be rendered
against the Company or any Restricted Subsidiary for the payment of money (other
than in respect of Non-participating Existing Notes or Non-participating
Existing Bank Notes), either individually or in an aggregate amount, in excess
of US$10,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount) (exclusive of judgment amounts covered by insurance)
and shall not be discharged and either (A) an enforcement proceeding shall have
been commenced by any creditor upon such judgment or order or (B) there shall
have been a period of 60 consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, was not in
effect;


                                       84


              (g) any Subsidiary Guarantee ceases to be in full force and effect
or is declared null and void or any Subsidiary Guarantor denies that it has any
further liability under any Subsidiary Guarantee, or gives notice to such effect
(other than by reason of the termination of the Indenture or the release of any
such Subsidiary Guarantee in accordance with the Indenture);

              (h) a resolution is passed or adopted by the Board of Directors or
stockholders of the Company, or a judgment of a court of competent jurisdiction
is made, that the Company be wound up or dissolved, other than for the purposes
of or pursuant to a merger or consolidation otherwise permitted under and in
accordance with the terms of Section 8.01;

              (i) a court having jurisdiction enters a decree or order for (a)
relief in respect of the Company or any Significant Subsidiary in an involuntary
case under Argentine Law No. 24,522, as amended, or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect or (b) appointment of
an administrator, receiver, trustee or intervenor for the Company or any
Significant Subsidiary for all or substantially all of the property of the
Company or any Significant Subsidiary and such decree or order remains unstayed
and in effect for 60 or more days;

              (j) the Company or any Significant Subsidiary (a) commences a
voluntary case under Argentine Law No. 24,522, as amended, or any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect other
than in connection with the APE, (b) consents to the appointment of or taking
possession by an administrator, receiver, trustee or intervenor for the Company
or any Significant Subsidiary for all or substantially all of the property of
the Company or any Significant Subsidiary or (c) effects any general assignment
for the benefit of creditors;

              (k) the Argentine Government declares a general suspension of
payment, or a moratorium, in either case applicable to payment of the Senior
Notes; or

              (l) the Pledge Agreement ceases to be in full force and effect or
is declared null and void or shall cease to create a security interest in the
collateral thereunder for the benefit of the holders of the Senior Notes or such
security interest shall cease to be first priority.

              SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default (other than an Event of Default specified in
clause (i) or (j) of Section 5.01) shall occur and be continuing, then and in
every such case the Trustee, by written notice to the Company, or the Holders of
not less than 25% in principal amount of the Senior Notes then Outstanding may,
and the Trustee, upon the written request of such Holders, shall declare the
principal of, premium, if any, and accrued interest, and any Liquidated Damages
and Additional Amounts on all of the Outstanding Senior Notes to be due and
payable immediately, and upon any such declaration all such amounts payable in
respect of the Senior Notes shall become immediately due and payable. If an
Event of Default specified in clause (i) or (j) of Section 5.01 shall occur



                                       85


and be continuing with respect to the Company, then the principal amount of,
premium, if any, and accrued interest, and any Liquidated Damages and Additional
Amounts, on all the Senior Notes shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

         At any time after a declaration of acceleration under this Indenture
has been made, but before a judgment or decree for payment of the money due has
been obtained by the Trustee or any Holder as hereinafter provided in this
Article, the Holders of a majority in aggregate principal amount of the Senior
Notes then Outstanding, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if

              (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay,

              (i) all overdue interest on all Outstanding Senior Notes,
         including any Liquidated Damages and Additional Amounts,

              (ii) all unpaid principal of, or Additional Amounts or Liquidated
         Damages, if any (and premium, if any) on any Outstanding Senior Notes
         that has become due otherwise than by such declaration of acceleration,
         and interest thereon at the rate borne by the Senior Notes,

              (iii) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate borne by the Senior Notes,
         and

              (iv) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel; and

              (b) all Events of Default, other than the non-payment of amounts
of principal of, or Additional Amounts or Liquidated Damages, if any (or
premium, if any, on), or interest on the Senior Notes which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         The foregoing provisions shall be without prejudice to the rights of
each individual Holder to initiate a summary action ("ACCION EJECUTIVA") against
the Company for the payment of any principal, interest, Liquidated Damages
and/or Additional Amounts past due on any Senior Note, as the case may be. The
right of any individual Holder to initiate such action against the Company shall
comply with Article 29 of the Argentine Negotiable Obligations Law.



                                       86


              SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee.

         The Company covenants that if

              (a) default is made in the payment of any installment of interest
on any Senior Note when such payment becomes due and payable and such default
continues for a period of 30 days, or

              (b) default is made in the payment of the principal of, or
Additional Amounts or Liquidated Damages, if any (or premium, if any), on, any
Senior Note at the Maturity thereof, the Company will, upon demand of the
Trustee, promptly pay to the Trustee for the benefit of the Holders of such
Senior Notes, the whole amount then due and payable on such Senior Notes for
principal (and premium, if any) and interest and Additional Amounts and
Liquidated Damages, if any, and interest on any overdue principal (and premium,
if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installment of interest and Additional Amounts, if
any, at the rate borne by the Senior Notes, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         Any Holder may institute proceedings directly against the Company for
the payment of past due principal, interest or Additional Amounts or Liquidated
Damages, if any, but from the date such proceedings are instituted, the Holder
of such Senior Notes, shall cease to have any rights under the trust created by
these presents, whether in relation to trust moneys (including moneys recovered
by the Trustee prior to the institution of such proceedings) or otherwise. The
Trustee shall be entitled to assume (and it is the intention of the parties that
it will assume) that no such proceedings have been instituted, unless it has
express notice to the contrary.

         No Senior Note which has been the subject of such proceedings may be
presented to the Trustee, a Paying Agent or Registrar and Co-Registrar for
payment or replacement but in such circumstances the Company shall make separate
arrangements for payment directly to the Holder of each such Senior Note. If any
Holder, having instituted proceedings directly against the Company, subsequently
disposes of the Senior Note forming the subject matter of such proceedings, the
cessation of the rights under the trust created by these presents occurring upon
the institution of such proceedings, shall inure in relation to the purchaser of
such Senior Note. Upon notification by the Company of any such proceedings, the
Trustee shall give notice to the Paying Agents and the Registrar and
Co-Registrar of the serial numbers of those Senior Notes forming the subject
matter of such proceedings and the Paying Agents and Registrar and Co-Registrar
shall make such serial numbers available to any Holder or potential Holder upon
its request.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding



                                       87


for the collection of the sums so due and unpaid, may prosecute such proceeding
to judgment or final decree and may enforce the same against the Company or any
other obligor upon the Senior Notes and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any other obligor upon the Senior Notes, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

              SECTION 5.04. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Senior
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Senior
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

              (a) to file and prove a claim for the whole amount of principal
(and premium, if any) and interest owing and unpaid in respect of the Senior
Notes and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

              (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.06.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Senior
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.


                                       88


              SECTION 5.05. Trustee May Enforce Claims Without Possession of
Senior Notes. All rights of action and claims under this Indenture or the Senior
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Senior Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Senior Notes in respect of which such
judgment has been recovered.

              SECTION 5.06. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Senior Notes and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
6.06;

         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest and Additional Amounts and Liquidated
Damages, if any, on the Senior Notes in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Senior Notes for
principal (and premium, if any) and interest and Additional Amounts and
Liquidated Damages, if any, respectively; and

         THIRD: The balance, if any, to the Person or Persons entitled thereto.

              SECTION 5.07. Limitation on Suits.

         Except as provided in the last paragraph of Section 5.02, no Holder of
any Senior Notes shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, for the appointment of a receiver or
trustee, commencing any bankruptcy or insolvency proceeding against the Issuer
as a result of an Event of Default or for any other remedy hereunder, unless

              (a) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;

              (b) the Holders of not less than 25% in principal amount of the
Outstanding Senior Notes shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

              (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


                                       89


              (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

              (e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority or
more in principal amount of the Outstanding Senior Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

              SECTION 5.08. Unconditional Right of Holders to Receive Principal,
Premium, Interest, Liquidated Damages and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Senior Note shall have the right, which is absolute and unconditional, to
receive payment, as provided herein (including, if applicable, Article Twelve)
and in such Senior Note of the principal of (and premium, if any) and (subject
to Section 3.11) interest and Additional Amounts and Liquidated Damages, if any,
on such Senior Note on the respective Stated Maturities expressed in such Senior
Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

              SECTION 5.09. Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

              SECTION 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Senior Notes in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


                                       90


              SECTION 5.11. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Senior Note
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

              SECTION 5.12. Control by Holders.

         Subject to the provisions of Section 6.02(e), the Holders of not less
than a majority in aggregate principal amount of the Outstanding Senior Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, or to direct the Trustee to take on behalf of
the Holders of the Senior Notes any action which the Pledge Agreement
contemplates may be taken by the Holders of the Senior Notes, provided that

              (a) such direction shall not be in conflict with any rule of law
or with this Indenture,

              (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, and

              (c) the Trustee need not take any action which might involve it in
personal liability or expense for which the Trustee has not received a
satisfactory indemnity or be unjustly prejudicial to the Holders not consenting.

              SECTION 5.13. Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the Outstanding Senior Notes may on behalf of the Holders of all the Senior
Notes, waive any past default hereunder or under this Indenture and its
consequences, except a default

              (a) in respect of the payment of the principal of (or premium, if
any) or interest or any Additional Amount or Liquidated Damages on any Senior
Note, or

              (b) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Senior Note.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.


                                       91


              SECTION 5.14. Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

              SECTION 5.15. Currency Indemnity.

         All amounts payable under the Indenture are payable in US Dollars. Any
amount received or recovered in currency other than US Dollars (whether as a
result of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding up or dissolution of the Company or otherwise) by
any Holder in respect of any sum expressed to be due to it from the Company
shall only constitute discharge of the Company to the extent of the US Dollar
amount which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery (or, if
it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so). If that US Dollar amount is less than the US
Dollar amount expressed to be due to the recipient under any Senior Note or
Subsidiary Guarantee, the Company shall indemnify such recipient against any
loss sustained by it as a result. In any event, the Company shall indemnify the
recipient against the cost of making any such purchase. For the purposes of this
paragraph, it will be sufficient for the Holder to certify in a reasonably
satisfactory manner (indicating the sources of information used) that it would
have suffered a loss had an actual purchase of US Dollars been made with the
amount so received in that other currency on the date of receipt or recovery
(or, if a purchase of US Dollars on such date had not been practicable, on the
first date on which it would have been practicable, it being required that the
need for a change of date be certified in the manner mentioned above). These
indemnities constitute a separate and independent obligation from the Company's
other obligations, shall give rise to a separate and independent cause of
action, shall apply irrespective of any waiver granted by a Holder and shall
continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under any Senior Note or
Subsidiary Guarantee or any other judgment or order.

                                   ARTICLE 6
                                   THE TRUSTEE

              SECTION 6.01. Notice of Default.

              (a) Within 30 days after obtaining actual knowledge of the
occurrence of any Default hereunder, the Trustee shall transmit to the Holders
in the manner and to the extent provided in TIA Section 313(c), notice of any
such Default hereunder actually known to a Responsible Officer of the Trustee,
unless such Default shall have been cured



                                       92


or waived; provided that, except in the case of a Default in the payment of the
principal of (or premium, if any) or interest on any Senior Note, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders; and provided
further that, in the case of any Default of the character specified in Section
5.01 (iv), no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

              (b) The Trustee shall not be deemed to have notice of any Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Senior Notes and this Indenture.

              SECTION 6.02. Certain Rights of Trustee.

         Subject to the provisions of TIA Sections 315(a) through 315(d)
(determined as if the TIA were applicable to this Indenture at all times):

              (a) the Trustee shall conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

              (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

              (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

              (d) the Trustee may consult with counsel of its selection and the
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

              (e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;


                                       93


              (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

              (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

              (h) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

         No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers
hereunder if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

              SECTION 6.03. Trustee Not Responsible for Recitals or Issuance of
Senior Notes.

         The Trustee makes no representations as to the validity or sufficiency
of this Indenture, any offering materials or of the Senior Notes, except as set
forth in "Recitals of the Trustee" and that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the Senior
Notes and perform its obligations hereunder and that the statements made by it
in any Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to any qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Senior Notes or the
proceeds thereof.

              SECTION 6.04. May Hold Senior Notes.

         The Trustee, any Paying Agent, any Registrar, Co-Registrar or any other
agent of the Company or of the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Senior Notes and, subject to TIA Sections
310(b) and 311, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Paying Agent, Registrar, Co-Registrar or such
other agent.

              SECTION 6.05. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for



                                       94


interest on any money received by it hereunder except as otherwise agreed with
the Company.

              SECTION 6.06. Compensation and Reimbursement.

         The Company agrees:

              (a) to pay to the Trustee such compensation as shall be agreed
upon in writing with the Company from time to time for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

              (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

              (c) to indemnify the Trustee, its officers, directors, employees
and agents and other Persons employed by the Trustee in accordance with the
terms of this Indenture for, and to hold them harmless against, any and all
losses, damages, liabilities, judgments, claims, causes of action, costs and
expenses (including fees and disbursements of legal counsel) incurred directly
or indirectly, without negligence or bad faith on their part, arising out of or
in connection with the acceptance or administration of this trust or the
exercise of their rights or the performance of their duties under this
Indenture, including the costs and expenses of defending themselves against or
investigating any claim or liability in the premises.

         The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee, its officers,
directors, employees and agents and other Persons employed by the Trustee in
accordance with the terms of this Indenture shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge or other
termination of this Indenture, the resignation or removal of the Trustee and
payment of the Senior Notes. As security for the performance of such obligations
of the Company, the Trustee shall have a lien prior to the Senior Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (and premium, if any) or interest on
particular Senior Notes.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(x) or (xi), the expenses
(including the reasonable charges and expenses of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture, payment of the Senior Notes and/or the removal or resignation of the
Trustee.


                                       95


         The rights, benefits, protections, privileges and immunities provided
to the Trustee hereunder including, without limitation, the right to
indemnification, shall extend to, and shall be enforceable by, the Co-Registrar,
Principal Paying Agent, Registrar and Paying Agent.

         In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

         In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.

              SECTION 6.07. Corporate Trustee Required; Eligibility.

         There shall be at all times a Trustee hereunder which shall be eligible
to act as Trustee under TIA Section 310(a) and the Argentine Negotiable
Obligations Law Section 13 and shall have a combined capital and surplus of at
least US$50,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount). If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of Federal, State,
territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

              SECTION 6.08. Resignation and Removal; Appointment of Successor.

              (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.09.

              (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.09 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

              (c) The Trustee may be removed at any time by Act of the Holders
of not less than a majority in principal amount of the Outstanding Senior Notes,
delivered to the Trustee and to the Company.


                                       96


              (d) If at any time:

              (i) the Trustee shall fail to comply with the provisions of TIA
         Section 310(b) after written request therefor by the Company or by any
         Holder who has been a bona fide Holder of a Senior Note for at least
         six months, or

              (ii) the Trustee shall cease to be eligible under Section 6.07 and
         shall fail to resign after written request therefor by the Company or
         by any Holder who has been a bona fide Holder of a Senior Note for at
         least six months, or

              (iii) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Senior Note for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.

         If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Senior Notes.

              (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Senior Notes
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Senior Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

              (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Senior Notes in the manner provided for in Section 1.06. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.


                                       97


              SECTION 6.09. Acceptance of Appointment by Successor.

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified under TIA Section
310(b) and eligible under Section 6.07.

              SECTION 6.10. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Senior Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Senior Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Senior Notes.
In case at that time any of the Senior Notes shall not have been authenticated,
any successor Trustee may authenticate such Senior Notes either in the name of
any predecessor hereunder or in the name of the successor Trustee. In all such
cases such certificates shall have the full force and effect which this
Indenture provides that the certificate of authentication of the Trustee shall
have; provided, however, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Senior Notes in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

              SECTION 6.11. Preferential Collection of Claims Against Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of that Act.
If the present or



                                       98


any future Trustee shall resign or be removed, it shall be subject to Section
311(a) of the Trust Indenture Act to the extent provided therein.

              SECTION 6.12. Other Capacities.

         Except as otherwise specifically provided herein, (i) all references in
this Indenture to the Trustee shall be deemed to refer to the Trustee in its
capacity as Trustee and in its capacities as Co-Registrar and Principal Paying
Agent and (ii) every provision of this Indenture relating to the conduct of, or
affecting the liability or offering protection, immunity or indemnity to, the
Trustee shall be deemed to apply with the same force and effect to the Trustee
acting in its capacities as Co-Registrar and Principal Paying Agent.

              SECTION 6.13. Appointment of Co-Trustee or Separate Trustee.

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which enforcement may be necessary by the Trustee with respect to the Senior
Notes or for any other reason, the Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees and to vest
in such Person or Persons, in such capacity and for the benefit of the holders,
and subject to the other provisions of this Indenture, such powers, duties,
obligations and rights as the Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.08 hereof and no notice to
Holders of the appointment of any co-trustee or separate trustee shall be
required hereunder.

              (b) Every co-trustee and separate trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

              (i) all rights and powers, conferred or imposed upon the Trustee
         shall be conferred or imposed upon and may be exercised or performed by
         such co-trustee or separate trustee; and

              (ii) no trustee hereunder shall be personally liable by reason of
         any act or omission of any other trustee hereunder.

              (c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then co-trustees or separate
trustees, as effectively as if given to each of them. Every instrument
appointing any co-trustee or separate trustee shall refer to this Indenture and
the conditions of this Article.

         Any co-trustee or separate trustee may at any time appoint the Trustee
as its agent or attorney-in-fact with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any co-trustee or separate trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights and remedies shall vest in and be exercised



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by the Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   ARTICLE 6A
                       COLLATERAL AND THE COLLATERAL AGENT

                  SECTION 6A.01.  Collateral.

         The Senior Notes will be secured by the pledge to the Collateral Agent
of ordinary shares of the Company pursuant to the Pledge Agreement.

              SECTION 6A.02. Representation, Agreement, Etc., of Collateral
Agent.

         The Collateral Agent represents and agrees as follows:

              (a) The Collateral Agent does not own beneficially any Existing
Notes or Existing Bank Debt.

              (b) The Collateral Agent will perform its duties under the Pledge
Agreement in accordance with the terms thereof.

              (d) Except as provided in the preceding two paragraphs, the
Collateral Agent has no obligation or liability hereunder.

                                   ARTICLE 7
                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

              SECTION 7.01. Disclosure of Names and Addresses of Holders.

         Every Holder of Senior Notes, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

              SECTION 7.02. Reports by Trustee.

         Within 60 days after May 15 of each year commencing with the first May
15 after the first issuance of Senior Notes, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a brief
report dated as of such May 15 if required by TIA Section 313(a).


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                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

              SECTION 8.01. Company May Consolidate, Etc., Only on Certain
Terms.

              (a) The Company will not, in a single transaction or through a
series of transactions, consolidate with or merge with or into any other Person
(other than a Restricted Subsidiary) or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets as an
entirety to any other Person or Persons (other than a Restricted Subsidiary) or
permit any of its Restricted Subsidiaries to enter into any such transaction or
series of transactions if such transaction or series of transactions, in the
aggregate, would result in the sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of the properties and assets of
the Company and its Restricted Subsidiaries on a consolidated basis as an
entirety to any other Person or Persons (other than a Restricted Subsidiary),
unless at the time and immediately after giving effect thereto:

              (i) either (x) if the transaction is a consolidation or merger,
         the Company will be the continuing corporation or (y) the Person (if
         other than the Company) formed by such consolidation or into which the
         Company or such Restricted Subsidiary is merged or the Person that
         acquires by sale, assignment, conveyance, transfer, lease or
         disposition all or substantially all the properties and assets of the
         Company and its Restricted Subsidiaries on a consolidated basis as an
         entirety (the "SURVIVING ENTITY") (A) will be a corporation duly
         organized and validly existing under the laws of Argentina, and (B)
         will expressly assume, by a supplemental indenture, in form
         satisfactory to the Trustee, the Company's obligation for the due and
         punctual payment of the principal of, premium, if any, and interest
         (and Additional Amounts and Liquidated Damages, if any) on all the
         Senior Notes and the performance and observance of every covenant of
         this Indenture on the part of the Company to be performed or observed;

              (ii) immediately after giving effect to such transaction or series
         of transactions on a pro forma basis (and treating any obligation of
         the Company or any Restricted Subsidiary incurred in connection with or
         as a result of such transaction or series of transactions as having
         been incurred at the time of such transaction), no Default or Event of
         Default will have occurred and be continuing;

              (iii) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis (and treating any
         obligation of the Company or any Restricted Subsidiary incurred in
         connection with or as a result of such transaction or series of
         transactions as having been incurred at the time of such transaction),
         the Consolidated Net Worth of the Company (or of the Surviving Entity
         if the Company is not the continuing obligor under this Indenture) is
         equal to or greater than the Consolidated Net Worth of the Company
         immediately prior to such transaction or series of transactions;


                                      101


              (iv) immediately after giving effect to such transaction or series
         of transactions on a pro forma basis (on the assumption that the
         transaction or series of transactions occurred on the first day of the
         four-quarter period used to calculate the Company's Consolidated Fixed
         Charge Coverage Ratio with the appropriate adjustments with respect to
         the transaction or series of transactions being included in such pro
         forma calculation), the Company (or the Surviving Entity if the Company
         is not the continuing obligor under this Indenture) could incur at
         least US$1.00 of additional Indebtedness (other than Permitted
         Indebtedness) in accordance with the provisions hereof exclusive of
         Section 10.10 (a)(ii)(y)(2);

              (v) each Subsidiary Guarantor, if any, unless it is the other
         party to the transactions described above, shall have by supplemental
         indenture confirmed that its Subsidiary Guarantee will apply to such
         Person's obligations under this Indenture and the Senior Notes;

              (vi) if any of the property or assets of the Company or any of its
         Restricted Subsidiaries would thereupon become subject to any Lien, the
         provisions of Section 10.14 are complied with; and

              (vii) the Company or the Surviving Entity shall have delivered to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate (attaching the computations to
         demonstrate compliance with clauses (iii) and (iv) above) and an
         Opinion of Counsel, each stating that such consolidation, merger, sale,
         assignment, conveyance, transfer, lease or other disposition, and if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with the requirements of this
         Indenture and that all conditions precedent therein provided for
         relating to such transaction have been complied with.

              (b) Each Subsidiary Guarantor, if any, will not, and the Company
will not permit a Subsidiary Guarantor to, in a single transaction or through a
series of transactions, consolidate with or merge with or into any other Person
(other than the Company or any Subsidiary Guarantor) or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety to any other Person or Persons (other than
the Company or any Subsidiary Guarantor) or permit any of its Restricted
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in
the sale, assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of such Subsidiary Guarantor and
its Restricted Subsidiaries on a consolidated basis as an entirety to any other
Person or Persons (other than the Company or any Subsidiary Guarantor), unless
at the time and after giving effect thereto:

              (i) either (x) if the transaction is a consolidation or merger,
         such Subsidiary Guarantor will be the continuing corporation or (y) the
         Person (if other than such Subsidiary Guarantor) formed by such
         consolidation or into which such Subsidiary Guarantor or its Restricted
         Subsidiary is merged or the Person that



                                      102


          acquires by sale, assignment, conveyance, transfer, lease or
          disposition all or substantially all of the properties and assets of
          such Subsidiary Guarantor and its Restricted Subsidiaries on a
          consolidated basis as an entirety (the "SURVIVING GUARANTOR ENTITY")
          will be a corporation duly organized and validly existing under (A)
          the laws of Argentina or (B) the laws of the jurisdiction in which
          such Subsidiary Guarantor was organized and will expressly assume by a
          supplemental indenture in form satisfactory to the Trustee, all the
          obligations of such Subsidiary Guarantor under its Subsidiary
          Guarantee;

              (ii) immediately after giving effect to such transaction or series
         of transactions on a pro forma basis (and treating any obligation of
         the Subsidiary Guarantor, the Company or any Restricted Subsidiary
         incurred in connection with or as a result of such transaction or
         series of transactions as having been incurred at the time of such
         transaction), no Default or Event of Default will have occurred and be
         continuing; and

              (iii) such Subsidiary Guarantor or the Surviving Guarantor Entity
         will have delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, each stating that such consolidation, merger, sale,
         assignment, conveyance, transfer, lease or disposition and such
         supplemental indenture comply with the requirements of this Indenture
         and that all conditions precedent therein provided for relating to such
         transaction have been complied with.

              SECTION 8.02. Successor Substituted.

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company or any Subsidiary Guarantor in accordance with Section
8.01 in which the Company or the Subsidiary Guarantor, as the case may be, is
not the continuing obligor under this Indenture or the Subsidiary Guarantee, the
Surviving Entity or Surviving Guarantor Entity, as the case may be, shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture or the Subsidiary Guarantor under the
Subsidiary Guarantee, as the case may be, with the same effect as if such
successor had been named as the Company or the Subsidiary Guarantor therein; and
any Senior Note authenticated or delivered prior to such consolidation, merger,
sale, assignment, conveyance, transfer, lease or other disposition may be
exchanged as provided in Section 3.03. When a successor assumes all the
obligations of its predecessor under this Indenture, the Senior Notes or a
Subsidiary Guarantee, the predecessor shall be released from those obligations;
provided that, in the case of a transfer by lease, the predecessor shall not be
released from the payment of principal, premium, if any (and Additional Amounts
and Liquidated Damages, if any), and interest on the Senior Notes or such
Subsidiary Guarantee, as the case may be.

              SECTION 8.03. Senior Notes to Be Secured in Certain Events.

         If, upon any consolidation or merger of the Company or any Subsidiary
Guarantor with or into any other Person, or upon any sale, assignment,
conveyance, transfer, lease



                                      103


or disposition of the property of the Company or any Subsidiary Guarantor
substantially as an entirety to any other Person, any property or assets of the
Company or any Subsidiary Guarantor, as the case may be, would thereupon become
subject to any Lien, then unless such Lien could be created pursuant to Section
10.14 without equally and ratably securing the Senior Notes, the Company or such
Subsidiary Guarantor, as the case may be, prior to or simultaneously with such
consolidation, merger, sale, assignment, conveyance, lease, transfer or
disposition, will as to such property or assets, secure the Senior Notes then
Outstanding (together with, if the Company or such Subsidiary Guarantor, as the
case may be, shall so determine, any other Indebtedness of the Company now
existing or hereinafter created which is not subordinate in right of payment to
the Senior Notes) equally and ratably with (or prior to) the Indebtedness which
upon such consolidation, sale, assignment, merger, conveyance, lease, transfer
or disposition is to become secured as to such property or assets by such Lien,
or will cause such Senior Notes to be so secured.

                                   ARTICLE 9
                             SUPPLEMENTAL INDENTURES

              SECTION 9.01. Supplemental Indentures Without Consent of Holders.

         Notwithstanding Section 9.02 of this Indenture, without the consent of
any Holders, the Company, each Subsidiary Guarantor, if any, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

              (a) to the extent permitted by Argentine law, to evidence the
succession of another Person to the Company, a Subsidiary Guarantor or any other
obligor on the Senior Notes, and the assumption by any such successor of the
covenants of the Company or such obligor or Subsidiary Guarantor contained in
this Indenture and in the Senior Notes and in any Guarantee in accordance with
Sections 8.01 and 8.02 hereof;

              (b) to add to the covenants of the Company, any Subsidiary
Guarantor or any other obligor upon the Senior Notes for the benefit of the
Holders or to surrender any right or power conferred upon the Company or any
Subsidiary Guarantor or any other obligor upon the Senior Notes, as applicable,
in this Indenture, in the Senior Notes or in any Subsidiary Guarantee;

              (c) to cure any ambiguity, or to correct or supplement any
provision in this Indenture, in the Senior Notes or any Subsidiary Guarantee
which may be defective or inconsistent with any other provision in this
Indenture, in the Senior Notes or any Subsidiary Guarantee or make any other
provisions with respect to matters or questions arising under this Indenture,
under the Senior Notes or any Subsidiary Guarantee; provided that, in each case,
such provisions shall not adversely affect the interest of the Holders;


                                      104


              (d) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA;

              (e) to add a Subsidiary Guarantor under this Indenture;

              (f) to evidence and provide the acceptance of the appointment of a
successor Trustee pursuant to the requirements of Section 6.09;

              (g) to secure the Senior Notes pursuant to the requirements of
Sections 8.03, 10.14 or otherwise; or

              (h) to provide for the issuance and authentication of the Series
A-2 Senior Notes and the Series B-2 Senior Notes in exchange for the Series A-1
Senior Notes and the Series B-1 Senior Notes, respectively, in compliance with
this Indenture and the Registration Rights Agreement.

              SECTION 9.02. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Senior Notes, by Act of said Holders
delivered to the Company and the Trustee, the Company, each affected Subsidiary
Guarantor and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the holders of 85%
in aggregate principal amount of the Senior Notes then outstanding, amend,
change or modify the obligation of the Company to make and consummate a Change
of Control Offer in the event of a Change of Control in accordance with Section
10.16, including, in each case, amending, changing or modifying, in any material
respect, any definition relating thereto; provided further that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Senior Note affected thereby:

              (a) change the Stated Maturity of the principal of or any
installment of interest on any Senior Note, or reduce the principal amount
thereof (or premium, if any) or the rate of interest thereon or any Additional
Amount or Liquidated Damages payable thereon, or change the place of payment
where, or the coin or currency in which, the principal of any Senior Note or any
premium or the interest thereon or any Liquidated Damages or any Subsidiary
Guarantee is payable, or impair the right to institute suit for the enforcement
of any such payment after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date);

              (b) reduce the percentage in principal amount of the Outstanding
Senior Notes, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture;

              (c) modify any of the provisions of this Section or Section 5.13,
9.01 or 10.23, except to increase the percentage in principal amount of the
Outstanding Senior


                                      105


Notes or to provide that certain other provisions of the Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Senior
Note affected thereby;

              (d) consent to the assignment, transfer or release by the Company
or any Subsidiary Guarantor of or from any of their rights or obligations under
the Indenture;

              (e) modify any provision of the Senior Notes which would
constitute a "fundamental change" as contemplated by Article 354 of Argentine
Law No. 19,550, as amended, and Article 14 of the Argentine Negotiable
Obligations Law;

              (f) release or impair the Lien of any collateral securing the
Senior Notes; or

              (g) modify any matured obligation of the Company to make any
payment under Section 10.16, 10.17 or 11.01.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

              SECTION 9.03. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

              SECTION 9.04. Effect of Supplement Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

              SECTION 9.05. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

              SECTION 9.06. Reference in Senior Notes to Supplemental Indenture.

         Senior Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may bear a notation as to any
matter provided for in



                                      106


such supplemental indenture. If the Company shall so determine, new Senior Notes
so modified as to conform, in the opinion of the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Senior
Notes.

              SECTION 9.07. Notice of Supplemental Indentures.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.02, the Company
shall give notice thereof to the Holders of each Outstanding Senior Note
affected, in the manner provided for in Section 1.06, setting forth in general
terms the substance of such supplemental indenture.

              SECTION 9.08. Meetings of Holders.

              (a) The Trustee or the Company shall, upon the request of the
holders of at least five percent (5%) in aggregate principal amount of the
Senior Notes at the time Outstanding, or the Company or the Trustee may, at its
discretion, call a meeting of the Holders at any time and from time to time, to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by the Senior Notes to be made, given
or taken by the Holders.

              (b) With respect to all matters not contemplated in this
Indenture, meetings of holders will be held in accordance with the Argentine
Negotiable Obligations Law. The meetings will be held in the City of Buenos
Aires; provided, however, that at the request of any holder or the Trustee, such
meeting will be held simultaneously in the City of Buenos Aires and in The City
of New York by any means of telecommunication which permits the participants to
hear and to speak to each other. In any case, such meetings shall be held at
such time and at such place as the Company or the Trustee shall determine. If a
meeting is being held pursuant to a request of Holders, the agenda for the
meeting shall be as determined in the request and such meeting shall be convened
within forty (40) days from the date such request is received by the Trustee or
the Company, as the case may be. Notice of any meeting of Holders (which shall
include the date, place and time of the meeting, the agenda therefor and the
requirements to attend) shall be given not less than ten (10) days nor more than
thirty (30) days prior to the date fixed for the meeting in the Boletin Oficial
de la Republica Argentina and in a newspaper of general circulation in Argentina
and so long as the Senior Notes are listed on the Buenos Aires Stock Exchange,
in the Bulletin of the Buenos Aires Stock Exchange and also in the manner
provided under Section 1.06 hereof and any publication thereof shall be for five
consecutive business days in each place of publication.

              (c) Any Holder may attend the meeting in person or by proxy.
Directors, officers, managers and employees of the Company cannot be appointed
as proxies. Holders of Senior Notes who intend to attend a meeting of Holders
must notify the Registrar of their intention to do so at least three (3) days
prior to the date of such meeting.


                                      107


              (d) The quorum at any meeting to adopt a resolution will be
persons holding or representing 60% in aggregate principal amount of the Senior
Notes at the time Outstanding; provided, however, that at any such reconvened
meeting adjourned for lack of the requisite quorum, the quorum will be persons
holding or representing 30% in aggregate principal amount of the Senior Notes
then Outstanding.

              (e) Decisions shall be made by the affirmative vote of a majority
of the Holders in aggregate principal amount of the Senior Notes at the time
Outstanding present or represented at a meeting of such Holders at which a
quorum is present; provided, however, that the unanimous affirmative vote of the
Holders shall be required to adopt a valid decision on any of the matters
specified in Section 9.02(a)-(g) as requiring the consent of the Holder of each
Outstanding Senior Note affected thereby. For purposes of any meeting of Holders
of Senior Notes, each US$1.00 of face value of the Outstanding Senior Notes (or,
to the extent non-US Dollar denominated, the US Dollar Equivalent of such
amount) shall entitle the Holder of a Senior Note to one vote except in the case
provided for in Section 45 bis of the Argentine Bankruptcy Law.

         Except as provided above, any modifications, amendments or waivers to
the terms and conditions of the Senior Notes will be conclusive and binding on
all Holders, whether or not present at any meeting, and whether or not notation
of such modifications, amendments or waivers is made upon the Senior Notes if
duly passed at a meeting convened and held in accordance with the provisions of
the Argentine Negotiable Obligations Law.

                                   ARTICLE 10
                                    COVENANTS

              SECTION 10.01. Payment of Principal, Premium, if Any, Interest,
Liquidated Damages, if Any, and Additional Amounts, if Any.

         The Company covenants and agrees for the benefit of the Holders that it
will duly and punctually pay the principal of (and premium, if any) and interest
and Additional Amounts and Liquidated Damages, if any, on the Senior Notes in
accordance with the terms of the Senior Notes and this Indenture. The Company
covenants and agrees for the benefit of Holders of Series A-1 Senior Notes and
Series B-1 Senior Notes that it will pay all Liquidated Damages, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

              SECTION 10.02. Maintenance of Office or Agency.

         The Company will maintain in each of The City of Buenos Aires and The
City of New York an office or agency where Senior Notes may be presented or
surrendered for payment, where Senior Notes may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Senior Notes and this Indenture may be served. The Corporate
Trust Office of the Trustee shall be such office or agency of the Company in The
City of New York and the specified office of the Registrar shall be such office
or agency in The City of Buenos Aires, unless the



                                      108


Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company shall give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee or at the specified office of the Registrar, and the Company hereby
appoints each of the Trustee and the Registrar as its agent to receive all such
presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Senior
Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in The City of New York for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other
office or agency.

              SECTION 10.03. Money for Senior Note Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (or premium, if any), interest or
Additional Amounts or Liquidated Damages, if any, on any of the Senior Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal of (or premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Company shall have one or more Paying Agents for the
Senior Notes, it will, on or before 12:00 Noon (New York City time) on the
Business Day prior to each due date of the principal of (or premium, if any) or
interest or Liquidated Damages on any Senior Notes, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest or Liquidated Damages, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of such action or any failure so to act.

         The Company will cause each Paying Agent not appointed hereunder to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

              (a) hold all sums held by it for the payment of the principal of
(and premium, if any) or interest or Additional Amounts or Liquidated Damages,
if any, on Senior Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;


                                      109


              (b) give the Trustee prompt written notice of any default by the
Company or a Subsidiary Guarantor (or any other obligor upon the Senior Notes)
in the making of any payment of principal (and premium, if any) or interest or
Additional Amounts or Liquidated Damages, if any; and

              (c) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (or premium, if
any) or interest or Additional Amounts or Liquidated Damages, if any, on any
Senior Note and remaining unclaimed for three years after such principal,
premium or interest or Additional Amounts or Liquidated Damages, if any, has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Senior Note shall thereafter, as an unsecured general creditor, look only
to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, (i) in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
and (ii) in a newspaper published in the Spanish language and of general
circulation in Argentina, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

              SECTION 10.04. Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and each
Subsidiary; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.


                                      110


              SECTION 10.05. Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (b)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

              SECTION 10.06. Maintenance of Properties.

         The Company will cause all properties owned by the Company or any
Subsidiary or used or held for use in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the maintenance of any of such properties
if such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

              SECTION 10.07. Insurance.

         The Company will at all times keep all of its and its Subsidiaries'
properties which are of an insurable nature insured with insurers, believed by
the Company to be responsible, against loss or damage to the extent that
property of similar character is usually so insured by corporations similarly
situated and owning like properties.

              SECTION 10.08. Statement by Officers as to Default.

              (a) The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year and 45 days after the end of each fiscal quarter, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this Section 10.08(a), such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

              (b) When any Default has occurred and is continuing under this
Indenture, the Company shall deliver to the Trustee by registered or certified
mail or by telex or facsimile transmission an Officers' Certificate specifying
such event within ten Business Days of its occurrence.


                                      111


              SECTION 10.09. Compliance with Obligations to Make Payments Free
and Clear of Taxes.

                  The Company will comply with its obligations in the Senior
Notes and Section 3.01 regarding making payments hereunder and under the Senior
Notes free and clear of Taxes.

              SECTION 10.10. Limitation on Indebtedness.

              (a) (i) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee or otherwise become liable with respect to (collectively, "incur") any
Indebtedness (including without limitation Acquired Indebtedness), and (ii) the
Company will not permit any of its Restricted Subsidiaries to issue (except if
issued to or owned beneficially and of record by the Company or any of its
Restricted Subsidiaries) any Preferred Stock; provided that (x) the Company and
its Restricted Subsidiaries may incur Permitted Indebtedness and (y) the Company
may incur Indebtedness if, after giving effect thereto, (1) the Consolidated
Fixed Charge Coverage Ratio on the date thereof would be at least 2.25 to 1.00
and (2) the Consolidated Indebtedness Ratio on the date thereof would be not
more than 4.00 to 1.00, in each case determined on a pro forma basis as if the
incurrence of such additional Indebtedness, and the application of the net
proceeds therefrom, had occurred at the beginning of the four-quarter period
used to calculate the Company's Consolidated Fixed Charge Coverage Ratio.

              (b) The Company will not, and will not permit any Subsidiary
Guarantor to, incur any Indebtedness that is expressly subordinated to any other
Indebtedness of the Company or such Subsidiary Guarantor unless such
Indebtedness by its terms is also expressly made subordinated to the Senior
Notes, in the case of the Company, or the relevant Subsidiary Guarantee, in the
case of a Subsidiary Guarantor.

              SECTION 10.11. Limitation on Restricted Payments.

              (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, take any of the following actions:

              (i) declare or pay any dividend on, or make any distribution to
         holders of, any shares of the Capital Stock of the Company (other than
         dividends or distributions payable solely in shares of its Qualified
         Capital Stock or in options, warrants or other rights to acquire such
         shares of Qualified Capital Stock);

              (ii) purchase, redeem or otherwise acquire or retire for value,
         directly or indirectly, any shares of Capital Stock of the Company or
         any options, warrants or other rights to acquire such shares of Capital
         Stock;

              (iii) make any principal payment on, or repurchase, redeem,
         defease or otherwise acquire or retire for value, prior to any
         scheduled principal payment, sinking fund payment or final maturity,
         any Subordinated Indebtedness;



                                      112


              (iv) make any Investment (other than any Permitted Investment) in
         any Person (including, without limitation, any Unrestricted
         Subsidiary); or

              (v) (x) declare or pay any dividend or distribution on any Capital
         Stock of any Restricted Subsidiary (other than to the Company or any
         wholly owned Restricted Subsidiary) or (y) purchase, redeem or
         otherwise acquire or retire for value any Capital Stock of any
         Restricted Subsidiary held by any Affiliate of the Company (other than
         another Restricted Subsidiary),

(such payments or other actions described in (but not excluded from) clauses (i)
through (v) are collectively referred to as "RESTRICTED PAYMENTS"), unless at
the time of, and immediately after giving effect to, the proposed Restricted
Payment (the amount of any such Restricted Payment, if other than cash, as
determined by the Board of Directors of the Company, whose determination shall
be conclusive and evidenced by a Board Resolution), (x) no Default or Event of
Default shall have occurred and be continuing, (y) the Company could incur at
least US$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
accordance with the provisions hereof exclusive of Section 10.10
(a)(ii)(y)(2)and (z) the aggregate amount of all Restricted Payments declared or
made after the first day of the fiscal quarter of the Company in which the
Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes occurs shall not exceed the sum of:

              (A) 50% of the Consolidated Net Income of the Company accrued on a
         cumulative basis during the period (taken as one accounting period)
         beginning on the first day of the fiscal quarter of the Company in
         which the Original Issue Date of the Series A-1 Senior Notes and the
         Series B-1 Senior Notes occurs and ending on the last day of the
         Company's latest fiscal quarter ending prior to the date of such
         proposed Restricted Payment for which consolidated financial
         information for the Company and its Restricted Subsidiaries is
         available (or, if such aggregate cumulative Consolidated Net Income
         shall be a loss, minus 100% of such loss), plus

              (B) the aggregate net proceeds, including the fair market value of
         property other than cash (as determined by the Board of Directors,
         whose good faith determination will be conclusive; provided that, for
         any property whose fair market value exceeds US$2,000,000 (or, to the
         extent non-US Dollar denominated, the US Dollar Equivalent thereof,
         either the Company shall have completed a Qualified Equity Offering or
         such fair market value shall be confirmed by an independent appraisal
         from a recognized appraiser provided by the Company) received after the
         Original Issue Date of the Series A-1 Senior Notes and the Series B-1
         Senior Notes by the Company as capital contributions, or from the
         issuance or sale (other than to a Restricted Subsidiary) of shares of
         Qualified Capital Stock of the Company (including upon the exercise of
         options, warrants or rights) or warrants, options or rights to purchase
         shares of Qualified Capital Stock of the Company (excluding any
         Qualified Capital Stock, or warrants, options or rights to purchase
         shares of Qualified Capital Stock with respect to which the purchase
         price thereof has been financed directly or



                                      113


         indirectly using funds (x) borrowed from the Company or from any
         Restricted Subsidiary, unless and until and to the extent such
         borrowing is repaid or (y) contributed, extended, guaranteed or
         advanced by the Company or by any Restricted Subsidiary (including,
         without limitation, in respect of any employee stock ownership or
         benefit plan)), plus

              (C) the amount by which Indebtedness is reduced on a consolidated
         balance sheet of the Company prepared in accordance with GAAP upon the
         conversion or exchange subsequent to the Original Issue Date of the
         Series A-1 Senior Notes and the Series B-1 Senior Notes of any
         Indebtedness of the Company or a Restricted Subsidiary for Qualified
         Capital Stock (less the amount of any cash, or the fair market value of
         any property other than cash (as determined by the Board of Directors,
         whose good faith determination will be conclusive; provided that, for
         any property whose fair market value exceeds US$2,000,000 (or, to the
         extent non-US Dollar denominated, the US Dollar Equivalent of such
         amount), either the Company shall have completed a Qualified Equity
         Offering or such fair market value shall be confirmed by an independent
         appraisal from a recognized appraiser provided by the Company)
         distributed by the Company upon such conversion or exchange); provided,
         however, that the foregoing amount shall not exceed the Net Cash
         Proceeds received by the Company or any Restricted Subsidiary from the
         sale of such Indebtedness (excluding Net Cash Proceeds from sales to a
         Restricted Subsidiary or to an employee stock ownership plan or to a
         trust established by the Company or any of its Restricted Subsidiaries
         for the benefit of its employees); plus

              (D) to the extent not otherwise included in the Consolidated Net
         Income of the Company, an amount equal to the sum of (i) the net
         reduction in Investments in any Person (other than reductions in
         Permitted Investments) resulting from the payment in cash of interest
         on Indebtedness, dividends, repayments of loans or advances, or other
         transfers of assets, in each case to the Company or any Restricted
         Subsidiary after the Original Issue Date of the Series A-1 Senior Notes
         and the Series B-1 Senior Notes from such Person and (ii) the portion
         (proportionate to the Company's equity interest in such Subsidiary) of
         the Fair Market Value of the net assets of any Unrestricted Subsidiary
         at the time such Unrestricted Subsidiary is designated a Restricted
         Subsidiary; provided, however, that in the case of (i) or (ii) above
         the foregoing sum shall not exceed the amount of Investments previously
         made (and treated as a Restricted Payment) by the Company or any
         Restricted Subsidiary in such Person or Unrestricted Subsidiary.

              (b) Notwithstanding paragraph (a) above, the Company and any
Restricted Subsidiary may take the following actions (so long as, with respect
to clauses (iv) and (v) below, no Default or Event of Default shall have
occurred and be continuing):

              (i) the payment of any dividend within 60 days after the date of
         declaration thereof, if at such date of declaration the payment of such
         dividend



                                      114


         would have complied with the provisions of paragraph (a) above and such
         payment will be deemed to have been paid on such date of declaration
         for purposes of the calculation required by paragraph (a) above;

              (ii) the purchase, redemption or other acquisition or retirement
         for value of any shares of Capital Stock of the Company in exchange
         for, or out of the net cash proceeds of a substantially concurrent
         issuance and sale (other than to a Restricted Subsidiary) of, shares of
         Qualified Capital Stock of the Company;

              (iii) the purchase, redemption, defeasance or other acquisition or
         retirement for value of any Subordinated Indebtedness in exchange for,
         or out of the net cash proceeds of a substantially concurrent issuance
         and sale (other than to a Restricted Subsidiary) of, shares of
         Qualified Capital Stock of the Company;

              (iv) the purchase, redemption, defeasance or other acquisition or
         retirement for value of Subordinated Indebtedness in exchange for, or
         out of the net cash proceeds of a substantially concurrent incurrence
         (other than to a Restricted Subsidiary) of, new Subordinated
         Indebtedness so long as (A) the principal amount of such new
         Subordinated Indebtedness does not exceed the principal amount (or, if
         such Subordinated Indebtedness being refinanced provides for an amount
         less than the principal amount thereof to be due and payable upon a
         declaration of acceleration thereof, such lesser amount as of the date
         of determination) of the Subordinated Indebtedness being so purchased,
         redeemed, defeased, acquired or retired, (B) such new Subordinated
         Indebtedness is subordinated to the Senior Notes to the same extent as
         such Subordinated Indebtedness and (C) such new Subordinated
         Indebtedness has (x) an Average Life longer than the Average Life of
         the Subordinated Indebtedness so purchased, redeemed, defeased,
         acquired or retired plus one year and (y) a final Stated Maturity of
         principal later than the final Stated Maturity of principal of the
         Subordinated Indebtedness so purchased, redeemed, defeased, acquired or
         retired plus one year; and

              (v) make other Restricted Payments in an aggregate amount not in
         excess of US$5,000,000 (or, to the extent non-US Dollar denominated,
         the US Dollar Equivalent of such amount).

         The actions described in clauses (ii), (iii) and (v) of this paragraph
(b) shall be Restricted Payments that shall be permitted to be taken in
accordance with this paragraph (b) but shall reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph (a)
above and the actions described in clauses (i) and (iv) of this paragraph (b)
shall be Restricted Payments that shall be permitted to be taken in accordance
with this paragraph (b) and shall not (except, in the case of clause (i), to the
extent of the deemed payment therein described) reduce the amount that would
otherwise be available for Restricted Payments under clause (3) of paragraph
(a).

              (c) In computing Consolidated Net Income of the Company under
paragraph (a) above, (1) the Company shall use audited financial statements for
the


                                      115


portions of the relevant period for which audited financial statements are
available on the date of determination and unaudited financial statements and
other current financial data based on the books and records of the Company for
the remaining portion of such period and (2) the Company shall be permitted to
rely in good faith on the financial statements and other financial data derived
from the books and records of the Company that are available on the date of
determination.

              SECTION 10.12. Limitation on Issuances and Sales of Capital Stock
of Restricted Subsidiaries.

         The Company will not permit any Restricted Subsidiary to issue or sell
any Capital Stock (other than to the Company or a wholly-owned Restricted
Subsidiary); provided, however, that this covenant shall not prohibit any
issuance or sale of the Capital Stock of any Restricted Subsidiary if
immediately after giving effect to such issuance or sale, such Restricted
Subsidiary would no longer constitute a Restricted Subsidiary and any Investment
in such Person remaining after giving effect to such issuance or sale would have
been permitted to be made under Section 10.11 hereof if made on the date of such
issuance or sale.

              SECTION 10.13. Limitation on Transactions with Affiliates.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into or suffer to exist any transaction or series
of related transactions (each of the foregoing, an "AFFILIATE TRANSACTION")
(including, without limitation, the sale, purchase, exchange or lease of assets,
property or services) with, or for the benefit of, any Affiliate of the Company
or any Restricted Subsidiary (other than Exempted Affiliate Transactions),
unless (i) such Affiliate Transaction is fair from a financial point of view to
the Company or such Restricted Subsidiary, as the case may be, and is on terms
that are no less favorable to the Company or such Restricted Subsidiary, as the
case may be, than those that could have been obtained in an arm's-length
transaction with third parties that are not Affiliates, (ii) with respect to any
Affiliate Transaction involving aggregate consideration equal to or greater than
US$5,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount), the Company will deliver an officer's certificate to
the Trustee certifying that such Affiliate Transaction complies with clause (i)
above and such Affiliate Transaction has been approved by a majority of the
Disinterested Directors of the Company or, in the event no members of the Board
of Directors of the Company are Disinterested Directors with respect to any
Affiliate Transaction included in this clause (ii), the Company will obtain a
written opinion from a recognized U.S. investment banking firm, appraisal firm
or independent public accounting firm certifying that such Affiliate Transaction
is fair to the Company or its Restricted Subsidiary, as the case may be, from a
financial point of view and (iii) with respect to any Affiliate Transaction
involving aggregate consideration in excess of US$10,000,000 (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount), the Company
will obtain a written opinion from a recognized United States investment banking
firm, appraisal firm or independent public accounting firm to the effect set
forth in the preceding clause (ii).


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              SECTION 10.14. Limitation on Liens.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind (other than Permitted Liens) on or with respect to any of its property or
assets, including any shares of stock or indebtedness of any Restricted
Subsidiary, whether owned at the Original Issue Date of the Series A-1 Senior
Notes and the Series B-1 Senior Notes or thereafter acquired, or any income,
profits or proceeds therefrom, or assign or otherwise convey any right to
receive income thereon, unless (x) in the case of any Lien securing Subordinated
Indebtedness, the Senior Notes are secured by a Lien on such property, assets or
proceeds that is senior in priority to such Lien and (y) in the case of any
other Lien, the Senior Notes are equally and ratably secured with the obligation
or liability secured by such Lien.

              SECTION 10.15. Limitation on Issuances of Guarantees by Restricted
Subsidiaries.

         The Company will not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness of
the Company which is pari passu with or subordinate in right of payment to the
Senior Notes ("OTHER GUARANTEED INDEBTEDNESS"), unless (i) such Guarantee is
otherwise permitted under the terms of this Indenture, (ii) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture providing for a Guarantee of the Senior Notes by such Restricted
Subsidiary and (iii) such Restricted Subsidiary waives and will not in any
manner whatsoever claim or take the benefit or advantage of, any rights of
reimbursement, indemnity or subrogation or any other rights against the Company
as a result of any payment by such Restricted Subsidiary under such Subsidiary
Guarantee. If the Other Guaranteed Indebtedness is (A) pari passu with the
Senior Notes, then the guarantee of such Other Guaranteed Indebtedness shall be
pari passu with, or subordinated to, such Subsidiary Guarantee, or (B)
subordinated to the Senior Notes, then the guarantee of such Other Guaranteed
Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the
extent that the Other Guaranteed Indebtedness is subordinated to the Senior
Notes.

         Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's and each
Restricted Subsidiary's Capital Stock in, or all or substantially all the assets
of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by the Indenture) or (ii) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment by such Restricted Subsidiary under such
Guarantee.


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              SECTION 10.16. Purchase of Senior Notes upon a Change of Control.

              (a) If a Change of Control shall occur at any time, then each
Holder of Senior Notes shall have the right to require that the Company purchase
such Holder's Senior Notes, in whole or in part in integral multiples of
US$1,000, Euros 1,000 or Ps. 1,000, as may be appropriate, at a purchase price
(the "CHANGE OF CONTROL PURCHASE PRICE") in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase (the "CHANGE OF CONTROL PURCHASE DATE"), pursuant to the offer
and the other procedures described in paragraphs (b) and (c) of this Section
(the "CHANGE OF CONTROL OFFER").

              (b) Within 30 days following any Change of Control, the Company
shall notify the Trustee in writing thereof and give written notice of such
Change of Control to each Holder of Senior Notes in the manner provided in
Section 1.06, stating:

              (i) that a Change in Control has occurred and that such Holder has
         the right to require the Company to repurchase such Holder's Senior
         Notes at the Change of Control Purchase Price;

              (ii) the circumstances and relevant facts regarding such Change in
         Control (including but not limited to information with respect to pro
         forma historical income, cash flow and capitalization after giving
         effect to such Change in Control);

              (iii) the Change of Control Purchase Price and the Change of
         Control Purchase Date, which shall be a Business Day no earlier than 30
         days nor later than 60 days from the date such notice is mailed;

              (iv) that all Senior Notes validly tendered will be accepted for
         payment and that any Senior Note not tendered shall continue to accrue
         interest;

              (v) that, unless the Company defaults in the payment of the Change
         of Control Purchase Price, any Senior Notes accepted for payment
         pursuant to the Change of Control Offer shall cease to accrue interest
         after the Change of Control Purchase Date; and

              (vi) the instructions that a Holder of Senior Notes must follow to
         accept a Change of Control Offer or to withdraw such acceptance in
         accordance with paragraph (c) of this Section.

              (c) Holders electing to have Senior Notes purchased will be
required to surrender such Senior Notes to the Company at the address specified
in the notice at least five Business Days prior to the Change of Control
Purchase Date. Holders will be entitled to withdraw their election if the
Company receives, not later than three Business Days prior to the Change of
Control Purchase Date, a telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Senior Notes delivered for
purchase by the Holder as to which his election is to be withdrawn and a
statement that such Holder is withdrawing his election to have such Senior Notes



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purchased. Holders whose Senior Notes are purchased only in part will be issued
new Senior Notes equal in principal amount to the unpurchased portion of the
Senior Notes surrendered.

              (d) The Company shall not, and shall not permit any Restricted
Subsidiary to, create or permit to exist or become effective any restriction
(other than restrictions existing under Indebtedness as in effect on the
Original Issue Date of the Series A-1 Senior Notes and the Series B-1 Senior
Notes and any refinancings thereof) that would materially impair the ability of
the Company to make a Change of Control Offer to purchase the Senior Notes or,
if such Change of Control Offer is made, to pay for the Senior Notes tendered
for purchase.

              (e) The Company shall make the Change of Control Offer in
accordance with applicable law (including Rule 14e-1 under the Exchange Act).

              SECTION 10.17. Limitation on Sale of Assets.

              (a) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Sale unless (i) the consideration received by
the Company or such Restricted Subsidiary for such Asset Sale is not less than
the Fair Market Value of the assets sold, (ii) the aggregate Fair Market Value
of the consideration received from any Asset Sale that is not in the form of
cash or Cash Equivalents shall not, when aggregated with the Fair Market Value
of all other non-cash consideration received by the Company and its Restricted
Subsidiaries from all previous Asset Sales since the Original Issue Date of the
Series A-1 Senior Notes and the Series B-1 Senior Notes that have not, prior to
such date, been converted to cash or Cash Equivalents, exceed five percent of
the Consolidated Tangible Assets of the Company at the time of the Asset Sale
under consideration; and provided that, with respect to any Asset Sales to
Affiliates of the Company, the Company receives consideration consisting of no
less than 85% cash or Cash Equivalents and (iii) immediately before and
immediately after giving effect to such Asset Sale, no Default or Event of
Default shall have occurred and be continuing. For purposes of clause (ii)
above, any Indebtedness or other liabilities (as shown on the Company's or such
Subsidiary's most recent balance sheet) of the Company or any Subsidiary (other
than contingent liabilities) that are assumed by the transferee in connection
with an Asset Sale shall be deemed to be Cash Equivalents, but only to the
extent such assumption is effected on a basis under which there is no recourse
to the Company or any Subsidiary of the Company with respect to such
Indebtedness or other liabilities.

              (b) If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company may use the Net Cash Proceeds thereof, within 12 months
after such Asset Sale, to (i) permanently repay or prepay any then outstanding
senior Indebtedness of the Company or senior Indebtedness of any Restricted
Subsidiary or (ii) invest (or enter into a legally binding commitment to invest)
in properties and assets to replace the properties and assets that were the
subject of the Asset Sale or in properties and assets that will be used in any
line or lines of business of the Company or its Restricted Subsidiaries on the
Original Issue Date of the Series A-1 Senior Notes and the Series



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A-2 Senior Notes or which are related, ancillary or complementary thereto;
provided that any such investment shall be completed within 24 months of such
Asset Sale. The amount of such Net Cash Proceeds not so used as set forth above
in this paragraph (b) constitutes "EXCESS PROCEEDS", provided that no investment
commitment referred to in clause (ii) above shall constitute a use of Net Cash
Proceeds unless such Net Cash Proceeds are actually so invested within 24 months
of such Asset Sale.

              (c) When the aggregate amount of Excess Proceeds exceeds
US$5,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
Equivalent of such amount), the Company shall, within 20 Business Days, make an
offer to purchase for cash at par plus interest accrued but unpaid to the date
of purchase (an "EXCESS PROCEEDS OFFER") from all holders of Senior Notes, on a
pro rata basis, in accordance with the procedures set forth in this Indenture
and applicable law (including Rule 14e-1 under the Exchange Act), the maximum
principal amount (expressed as a multiple of US$1,000, Euros 1,000 or Ps. 1,000,
as may be appropriate) of Senior Notes that may be purchased with such amount of
the Excess Proceeds multiplied by a fraction the numerator of which is the
aggregate principal amount of the Senior Notes outstanding on the day such offer
is made and the denominator of which is such principal amount plus the US Dollar
Equivalent of the aggregate principal amount of the Floating Rate Debt
outstanding on such date, such maximum principal amount being the "SENIOR NOTES
EXCESS PROCEEDS AMOUNT". If the aggregate principal amount of Senior Notes
validly tendered and not withdrawn by holders thereof exceeds the Senior Notes
Excess Proceeds Amount, the Senior Notes to be purchased will be selected on a
pro rata basis (based upon the principal amount of Senior Notes tendered by each
holder). Upon completion of such Excess Proceeds Offer, the Senior Notes Excess
Proceeds Amount shall be deemed to be zero.

              (d) The Company shall, within the time period provided in
paragraph (c) above, notify the Trustee in writing of any Excess Proceeds Offer
and shall give written notice of such Excess Proceeds Offer to each Holder of
Senior Notes in the manner provided in Section 1.06 stating:

              (i) that the Holder has the right to require the Company to
         repurchase such Holder's Senior Notes at the Offered Price (including
         any Additional Amounts) subject to proration in the event the Excess
         Proceeds multiplied by the fraction specified in paragraph (c) above
         are less than the aggregate Offered Price (including any Additional
         Amounts) of all Senior Notes tendered;

              (ii) the date of purchase of Senior Notes pursuant to the Excess
         Proceeds Offer (the "ASSET SALE PURCHASE DATE"), which shall be no
         earlier than 30 days nor later than 60 days from the date such notice
         is mailed, or such later date as is necessary to comply with
         requirements under the Exchange Act or any applicable securities laws
         or regulations;

              (iii) that any Senior Note not tendered will continue to accrue
         interest;


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              (iv) that, unless the Company defaults in the payment of the
         Offered Price, any Senior Note accepted for payment pursuant to the
         Excess Proceeds Offer shall cease to accrue interest after the Asset
         Sale Purchase Date; and

              (v) the instructions a Holder must follow to accept an Excess
         Proceeds Offer or to withdraw such acceptance in accordance with
         paragraph (e) of this Section.

              (e) Holders electing to have Senior Notes purchased will be
required to surrender such Senior Notes to the Company at the address specified
in the notice at least five Business Days prior to the Asset Sale Purchase Date.
Holders will be entitled to withdraw their election if the Company receives, not
later than three Business Days prior to the Asset Sale Purchase Date, a telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Senior Notes delivered for purchase by the Holder as to
which his election is to be withdrawn and a statement that such Holder is
withdrawing his election to have such Senior Notes purchased. Holders whose
Senior Notes are purchased only in part will be issued new Senior Notes equal in
principal amount to the unpurchased portion of the Senior Notes surrendered.

              SECTION 10.18. Limitation on Sale and Leaseback Transactions.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into any Sale and Leaseback Transaction with
respect to any property or assets (whether now owned or hereafter acquired),
unless (i) the sale or transfer of such property or assets to be leased is
treated as an Asset Sale and the Company complies with Section 10.17 with
respect thereto, (ii) the Company or such Restricted Subsidiary would be
permitted to incur Indebtedness in the amount of the Attributable Value incurred
in respect of such Sale and Leaseback Transaction in accordance with the
provisions hereof exclusive of Section 10.10(a)(ii)(y)(2) and (iii) the Company
or such Restricted Subsidiary would be permitted to grant a Lien under Section
10.14 to secure the amount of the Attributable Value in respect of such Sale and
Leaseback Transaction.

              SECTION 10.19. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction of any kind on the ability of any
Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any
other distributions on or in respect of its Capital Stock, (b) pay any
Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make
loans or advances to the Company or any other Restricted Subsidiary, or (d)
transfer any of its properties or assets to the Company or any other Restricted
Subsidiary (other than customary restrictions on transfers of property subject
to a Lien permitted under this Indenture that would not materially adversely
affect the Company's ability to satisfy its obligations under the Senior Notes
and this Indenture), except for such encumbrances or restrictions existing under
or by reason of (i) any agreement in effect on the Original Issue Date of the
Series A-1 Senior Notes and the



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Series B-1 Senior Notes (any such agreement which relates to a US Dollar amount
in excess of US$1,000,000 (or, to the extent non-US Dollar denominated, the US
Dollar Equivalent of such amount) being listed on a schedule attached thereto),
(ii) applicable law, (iii) customary provisions restricting subletting or
assignment of any lease or assignment of any other contract to which the Company
or any Restricted Subsidiary is a party or to which any of their respective
properties or assets are subject, (iv) any agreement or other instrument of a
Person, or binding with respect to assets, acquired by the Company or any
Restricted Subsidiary in existence at the time of such acquisition (but not
created in contemplation thereof), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, or such assets, so
acquired, (v) any encumbrance or restriction contained in contracts for sales of
assets permitted by Section 10.17 hereof with respect to the assets to be sold
pursuant to such contract, (vi) any agreement providing for the incurrence of
Indebtedness by a Restricted Subsidiary in compliance with Section 10.10 hereof,
provided that such Restricted Subsidiary is or becomes at the time of such
agreement a Subsidiary Guarantor; (vii) any agreement pursuant to which
Indebtedness was issued if (A) the encumbrance or restriction applies only in
the event of a payment default or a default with respect to a financial covenant
contained in such Indebtedness, (B) the encumbrance or restriction is not
materially more disadvantageous to the holders of the Senior Notes than is
customary in comparable financings (as determined by the Company) and (C) the
Company determines that any such encumbrance or restriction will not materially
affect the Company's ability to make principal or interest payments on the
Senior Notes, and (viii) any encumbrance or restriction existing under any
agreement that extends, renews, refinances or replaces the agreements containing
the encumbrances or restrictions in the foregoing clauses (i) and (vii);
provided that the terms and conditions of any such encumbrances or restrictions
are not materially less favorable to the holders of the Senior Notes than those
under or pursuant to the agreement so extended, renewed, refinanced or replaced.

              SECTION 10.20. Provision of Reports and Financial Statements.

              (a) The Company shall provide to the Trustee and holders of Senior
Notes: (i) within 90 days after the end of each fiscal year of the Company,
audited consolidated financial statements of the Company for such fiscal year
and (ii) within 60 days after the end of each of the first three fiscal quarters
of the Company, unaudited consolidated financial statements of the Company for
such fiscal quarter. Each of the financial statements referred to in (i) and
(ii) shall be prepared in accordance with Argentine GAAP consistently applied,
shall be translated into English, and shall be accompanied by a discussion and
analysis, substantially in the format of the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" that would be
included in a Form 20-F filed under the Exchange Act, except that such
discussion and analysis will be required only to compare the financial condition
and results of operations of the fiscal year or fiscal quarter most recently
ended to the prior fiscal year or comparable fiscal quarter of the prior fiscal
year, as applicable. The financial statements referred to in (i) shall contain a
reconciliation to U.S. GAAP of net income and shareholders' equity and a report
thereon by the Company's independent auditors. In addition, from and after the
earlier of (i) the date of the commencement of



                                      122


the Registered Exchange Offer or the effectiveness of the Shelf Registration
Statement and (ii) March 31, 2005 in either case, whether or not required by the
rules and regulations of the U.S. Securities and Exchange Commission (the
"COMMISSION"), the Company will file a copy of all such information and reports
with the Commission for public availability (unless the Commission will not
accept such a filing) and make such information and reports available to
securities analysts, broker-dealers and prospective investors upon request. In
addition, the Company shall provide to the Trustee and holders of Senior Notes
an English translation of each document filed by the Company with the CNV and
made publicly available in Argentina. Furthermore, for so long as any of the
Senior Notes remain outstanding, the Company agrees to make available to any
prospective purchaser of the Senior Notes, upon request by a holder, or to any
beneficial owner of the Senior Notes in connection with any sale thereof, the
information required by Rule 144A(d)(4) under the Securities Act.

              (b) The Company and any Subsidiary Guarantors shall at all times
comply with the periodic reporting requirements of the CNV and the BASE as in
effect at the time of reporting.

              (c) The Company's delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

              SECTION 10.21. Limitation on Capital Expenditures.

         The Company will not, and will not permit any Restricted Subsidiary to,
make any Capital Expenditure other than Permitted Capital Expenditures unless on
the date of such Capital Expenditure the Consolidated Fixed Charge Coverage
Ratio exceeds 2.0 to 1.0. Notwithstanding the foregoing, the Company and any
Restricted Subsidiary may apply Net Cash Proceeds in accordance with Section
10.17 or Net Equity Proceeds to Capital Expenditures without regard to this
Section and the application of such Net Cash Proceeds or Net Equity Proceeds
will not reduce the aggregate amount of Permitted Capital Expenditures that may
be made in any fiscal year under this Section.

              SECTION 10.22. Limitation on Optional Prepayment of Floating Rate
Debt.

         The Company will not prepay at its option any Floating Rate Debt
otherwise than from the proceeds of Indebtedness incurred by it which has an
Average Life which is not less than the Average Life of the Floating Rate Debt
at the date of such prepayment and the cost to the Company of which Indebtedness
is not greater than the cost to the Company of the Floating Rate Debt.



                                      123


              SECTION 10.23. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 8.03 or Section 10.07 or
Sections 10.10 through 10.14, inclusive, Sections 10.17 through 10.19,
inclusive, or 10.21 if before or after the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Senior Notes, by
Act of such Holders, waive such compliance in such instance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                   ARTICLE 11
                           REDEMPTION OF SENIOR NOTES

              SECTION 11.01. Redemption.

              (a) Optional Redemption. The Senior Notes will be redeemable, at
the Company's option, in whole or in part, at any time or from time to time,
upon not less than 30 nor more than 60 days' prior notice, at a redemption price
of 100% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date. Any such redemption shall be made on a pro rata
basis among all holders of Senior Notes.

              (b) Mandatory Redemption from Excess Cash. (i) The Company shall,
on each June 30, commencing June 30, 2006 (each an "EXCESS CASH REDEMPTION
DATE"), upon at least 30 days' prior notice to the Trustee, (a) apply any Excess
Cash for the preceding fiscal year to redeem at par each Senior Note in an
amount up to the principal amount of the Subsequent Senior Notes issued in
payment of interest on such Senior Note and (b) provided the Excess Cash for
such preceding fiscal year exceeds by at least US$1,000,000 (or, to the extent
non-US Dollar denominated, the US Dollar Equivalent of such amount) the amount
applied on such Excess Cash Redemption Date pursuant to the preceding clause (a)
of this Section 11.01(b)(i), apply to redeem ratably and at par a principal
amount of the Senior Notes equal to 75% of (x) Excess Cash for such preceding
fiscal year minus (y) the amount so applied pursuant to the preceding clause (a)
of this Section 11.01(b)(i). The amounts required to be redeemed on any Excess
Cash Redemption Date pursuant to clauses (a) and (b) of this Section 11.01(b)
are referred to as the "Excess Cash Redemption Amount" for such Excess Cash
Redemption Date. Any such redemption shall be accompanied by the payment of
interest accrued but unpaid to the Excess Cash Redemption Date on the Senior
Notes to be redeemed on that date.

         (ii) Each mandatory redemption made pursuant to this Section 11.01(b)
in respect of a Senior Note shall be paid to the Person entitled to receive
interest on such Senior Note on the relevant Excess Cash Redemption Date. If the
Company's right to make any redemption in accordance with this Section 11.01(b)
is prohibited by applicable



                                      124


Law, the Company shall apply for authorization from each appropriate
Governmental Agency to make such redemption, such application to be made as
promptly as is practicable after any of an Authorized Officer becomes aware of
such prohibition and in any event within the later of seven days before the
Excess Cash Redemption Date and five days after the effectiveness of such Law.

         (iii) Not less than 30 days prior to each Excess Cash Redemption Date,
the Company shall notify the Trustee thereof and give written notice of such
redemption to each Holder of Subsequent Senior Notes and other Senior Notes by
first-class mail, postage prepaid, at the address of such Holder appearing in
the Note Register, stating, among other things, the Excess Cash Redemption
Amount per US$1,000, Euros 1,000 or Ps. 1,000, as may be appropriate, principal
amount of Subsequent Senior Notes and other Senior Notes, as the case may be,
and the Excess Cash Redemption Date.

              SECTION 11.02. Applicability of Article.

         Redemption of Senior Notes at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

              SECTION 11.03. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Senior Notes pursuant to
Section 11.01(a) shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Senior Notes to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select the
Senior Notes to be redeemed pursuant to Section 11.04.

              SECTION 11.04. Selection by Trustee of Senior Notes to Be
Redeemed.

         If less than all the Senior Notes are to be redeemed, the particular
Senior Notes to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Senior Notes not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal of Senior Notes; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Senior Note not
redeemed to less than US$1,000, Euros 1,000 or Ps. 1,000, as may be appropriate.

         The Trustee shall promptly notify the Company in writing of the Senior
Notes selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Senior Notes shall relate, in
the case of any Senior



                                      125


Note redeemed or to be redeemed only in part, to the portion of the principal
amount of such Senior Note which has been or is to be redeemed.

              SECTION 11.05. Notice of Redemption.

         Notice of redemption shall be given in the manner provided for in
Section 1.06 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Senior Notes to be redeemed.

         All notices of redemption shall include the "CUSIP" number and "CINS"
number shall state:

              (a) the Redemption Date,

              (b) the Redemption Price and the amount of accrued interest to the
         Redemption Date payable as provided in Section 11.07, if any,

              (c) if less than all Outstanding Senior Notes are to be redeemed,
         the identification (and, in the case of a partial redemption, the
         principal amounts) of the particular Senior Notes to be redeemed,

              (d) in case any Senior Note is to be redeemed in part only, the
         notice which relates to such Senior Note shall state that on and after
         the Redemption Date, upon surrender of such Senior Note, the holder
         will receive, without charge, a new Senior Note or Senior Notes of
         authorized denominations for the principal amount thereof remaining
         unredeemed,

              (e) that on the Redemption Date the Redemption Price (and accrued
         interest, if any, to the Redemption Date payable as provided in Section
         11.07) will become due and payable upon each such Senior Note, or the
         portion thereof, to be redeemed, and that interest thereon will cease
         to accrue on and after said date, and

              (f) the place or places where such Senior Notes are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any.

         Notice of redemption of Senior Notes to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request made at
least ten (10) days prior to the latest date notice to the Holders may be timely
given, by the Trustee in the name and at the expense of the Company.

              SECTION 11.06. Deposit of Redemption Price.

         Prior to 12 Noon (New York City time) one Business Day prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and any applicable Additional Amounts and accrued interest
and Liquidated Damages on, all the Senior Notes which are to be redeemed on that
date.


                                      126


              SECTION 11.07. Senior Notes Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Senior Notes
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Senior
Notes shall cease to bear interest. Upon surrender of any such Senior Note for
redemption in accordance with said notice, such Senior Note shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Senior Notes, or one or more Predecessor Senior Notes, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07.

         If any Senior Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Senior Notes.

              SECTION 11.08. Senior Notes Redeemed in Part.

         Any Senior Note which is to be redeemed only in part shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 10.02 (with due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or such Holders attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Senior Note without service charge, a new Senior Note or Senior
Notes, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Senior Note so surrendered.

                                   ARTICLE 12
                         GUARANTEES OF THE SENIOR NOTES

              SECTION 12.01. Guarantee.

         Subject to the provisions of this Article Twelve and as permitted by
Article 3 of the Argentine Negotiable Obligations Law, each Subsidiary Guarantor
unconditionally and irrevocably guarantees to each Holder of a Senior Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Senior Notes or the obligations of the Company or any other subsequent
Subsidiary Guarantors to the Holders or the Trustee hereunder or thereunder,
that: (a) the principal of, premium, if any, and interest on the Senior Notes
(and any Additional Amounts payable thereon) shall be duly and punctually paid
in full when due, whether at maturity, upon redemption at the option of Holders
pursuant to the provisions of the Senior Notes relating thereto, by acceleration
or otherwise, and interest on the overdue principal and (to the extent permitted
by law)



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interest, if any, on the Senior Notes and all other obligations of the Company
or any prior or subsequent Subsidiary Guarantors to the Holders or the Trustee
hereunder or thereunder (including amounts due the Trustee under Section 6.06
and Section 10.09 hereof) and all other obligations hereunder and under the
Senior Notes and the Subsidiary Guarantees shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Senior Notes or any of
such other Guaranteed Obligations, the same shall be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed, or failing performance of any other obligation
of the Company to the Holders, for whatever reason, such Subsidiary Guarantor
shall be obligated to pay, or to perform or cause the performance of, the same
immediately. An Event of Default under this Indenture or the Senior Notes shall
constitute an event of default under each Subsidiary Guarantee, and shall
entitle the Holders of Senior Notes to accelerate the obligations of each
Subsidiary Guarantor hereunder in the same manner and to the same extent as the
obligations of the Company.

         Each Subsidiary Guarantor agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Senior Notes or this Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Senior Notes with respect to
any provisions hereof or thereof, any release of any other Subsidiary Guarantor,
the recovery of any judgment against the Company, any action to enforce the
same, whether or not a Subsidiary Guarantee is affixed to any particular Senior
Note, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Subsidiary Guarantor waives
the benefit of diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that its Subsidiary Guarantee shall not be discharged
except by complete performance of the obligations contained in the Senior Notes,
this Indenture and its Subsidiary Guarantee. Each Subsidiary Guarantor
acknowledges that its Subsidiary Guarantee is a guarantee of payment and not of
collection. If any Holder or the Trustee is required by any court or otherwise
to return to the Company or to any Subsidiary Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Subsidiary Guarantor, any amount paid by the Company or such Subsidiary
Guarantor to the Trustee or such Holder, each Subsidiary Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Subsidiary Guarantor further agrees that, as between it, on the one hand,
and the Holders of Senior Notes and the Trustee, on the other hand, (a) subject
to this Article Twelve, the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article Five hereof for the purposes of its
Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (b) in the event of any acceleration of such obligations as provided in
Article Five hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purpose of
its Subsidiary Guarantee.



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         Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall
remain in full force and effect and continue to be effective should any petition
be filed by or against the Company for liquidation or reorganization, should the
Company become insolvent or make an assignment for the benefit of creditors or
should a receiver or trustee be appointed for all or any significant part of the
Company's assets, and shall, to the fullest extent permitted by law, continue to
be effective or be reinstated, as the case may be, if at any time payment and
performance of the Senior Notes are, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
the Senior Notes, whether as a "VOIDABLE PREFERENCE", "FRAUDULENT TRANSFER" or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Senior Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

              SECTION 12.02. No Need to Endorse Subsidiary Guarantee on Senior
Notes.

         Each Subsidiary Guarantor agrees that its Subsidiary Guarantee of the
Senior Notes shall remain in full force and effect notwithstanding any failure
to endorse on each Senior Note a notation of such Subsidiary Guarantee.

              SECTION 12.03. Release of a Subsidiary Guarantor.

              (a) If no Default exists or would exist under this Indenture, upon
the sale or disposition of all of the Capital Stock of any Subsidiary Guarantor
by the Company or a Restricted Subsidiary of the Company in a transaction
constituting an Asset Sale the Net Cash Proceeds of which are applied in
accordance with Section 10.16, or upon the consolidation or merger of any
Subsidiary Guarantor with or into any person in compliance with Article Eight
(in each case, other than to the Company or an Affiliate of the Company or a
Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of the
Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed
automatically and unconditionally released and discharged from all obligations
under this Article Twelve without any further action required on the part of the
Trustee or any Holder; provided, however, that such Subsidiary Guarantor is sold
or disposed of in accordance with this Indenture.

              (b) The Trustee shall deliver an appropriate instrument evidencing
the release of a Subsidiary Guarantor upon receipt of a request of the Company
or such Subsidiary Guarantor accompanied by an Officers' Certificate and an
Opinion of Counsel certifying as to the compliance with this Section 12.03. Any
Subsidiary Guarantor not so released or the entity surviving such Subsidiary
Guarantor, as applicable, shall remain or be liable under its Subsidiary
Guarantee as provided in this Article Twelve.

         The Trustee shall execute any documents reasonably requested by the
Company or any Subsidiary Guarantor in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and
under this Article Twelve.


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         Except as set forth in Articles Eight and Ten and this Section 12.03,
nothing contained in this Indenture or in any of the Senior Notes shall prevent
any consolidation or merger of any Subsidiary Guarantor with or into the Company
or shall prevent any sale or conveyance of the property of the Subsidiary
Guarantor as an entirety or substantially as an entirety to the Company.

              SECTION 12.04. Waiver of Subrogation.

         Until this Indenture is discharged and all of the Senior Notes are
discharged and paid in full, each Subsidiary Guarantor irrevocably waives and
agrees not to exercise any claim or other rights which it may have at the time
its Subsidiary Guarantee is made or may thereafter acquire against the Company
that arise from the existence, payment, performance or enforcement of the
Company's obligations under the Senior Notes or this Indenture and the
Subsidiary Guarantor's obligations under its Subsidiary Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to
participate in any claim or remedy of the Guaranteed Parties against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to a Subsidiary
Guarantor in violation of the preceding sentence and any amounts owing to the
Trustee or the Holders of Senior Notes under the Senior Notes, this Indenture,
or any other document or instrument delivered under or in connection with such
agreements or instruments, shall not have been paid in full, such amount shall
have been deemed to have been paid to such Subsidiary Guarantor for the benefit
of, and held in trust for the benefit of, the Guaranteed Parties and shall
forthwith be paid to the Trustee for the benefit of such Guaranteed Parties to
be credited and applied to the obligations in favor of the Guaranteed Parties,
whether matured or unmatured, in accordance with the terms of this Indenture.
Each Subsidiary Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 12.04 will be knowingly made in
contemplation of such benefits.

              SECTION 12.05. Immediate Payment.

         Each Subsidiary Guarantor agrees to make immediate payment to the
Trustee on behalf of the Guaranteed Parties of all Guaranteed Obligations owing
or payable to the respective Guaranteed Parties upon receipt of a demand for
payment therefor by the Trustee to such Subsidiary Guarantor in writing.

              SECTION 12.06. No Set-off.

         Each payment to be made by any Subsidiary Guarantor hereunder in
respect of the Guaranteed Obligations shall be payable in the currency or
currencies in which such Guaranteed Obligations are denominated, and shall be
made without set-off, counterclaim, reduction or diminution of any kind or
nature.


                                      130


              SECTION 12.07. Obligations Absolute.

         The obligations of each Subsidiary Guarantor hereunder shall be
absolute and unconditional and any monies or amounts expressed to be owing or
payable by such Subsidiary Guarantor hereunder which may not be recoverable from
such Subsidiary Guarantor on the basis of a guarantee shall be recoverable from
such Subsidiary Guarantor as a primary obligor and principal debtor in respect
thereof.

              SECTION 12.08. Obligations Continuing.

         The obligations of each Subsidiary Guarantor hereunder shall be
continuing and shall remain in full force and effect until all the Guaranteed
Obligations have been paid and satisfied in full.

              SECTION 12.09. Obligations Not Reduced.

         The obligations of each Subsidiary Guarantor hereunder shall not be
satisfied, reduced or discharged by any intermediate payment or satisfaction of
the whole or any part of the principal, interest, fees and other monies or
amounts which may at any time be or become owing or payable under or by virtue
of or otherwise in connection with the Senior Notes or this Indenture.

              SECTION 12.10. Obligations Reinstated.

         The obligations of each Subsidiary Guarantor hereunder shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
payment which would otherwise have reduced the obligations of such Subsidiary
Guarantor hereunder (whether such payment shall have been made by or on behalf
of the Company or by or on behalf of such Subsidiary Guarantor) is rescinded or
reclaimed from any of the Guaranteed Parties upon the insolvency, bankruptcy,
liquidation or reorganization of the Company or such Subsidiary Guarantor or
otherwise, all as though such payment had not been made. If demand for, or
acceleration of the time for, payment by the Company is stayed upon the
insolvency, bankruptcy, liquidation or reorganization of the Company, all such
indebtedness otherwise subject to demand for payment or acceleration shall
nonetheless be payable by such Subsidiary Guarantor as provided herein.

              SECTION 12.11. Obligations Not Affected.

         The obligations of each Subsidiary Guarantor hereunder shall not be
affected, impaired or diminished in any way by any act, omission, matter or
thing whatsoever, occurring before, upon or after any demand for payment
hereunder (and whether or not known or consented to by such Subsidiary Guarantor
or any of the Guaranteed Parties) which, but for this provision, might
constitute a whole or partial defense to a claim against such Subsidiary
Guarantor hereunder or might operate to release or otherwise exonerate such
Subsidiary Guarantor from any of its obligations hereunder or otherwise affect
such obligations, whether occasioned by default of any of the Guaranteed Parties
or otherwise, including, without limitation:


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              (a) any limitation of status or power, disability, incapacity or
         other circumstance relating to the Company or any other person,
         including any insolvency, bankruptcy, liquidation, reorganization,
         readjustment, composition, dissolution, winding-up or other proceeding
         involving or affecting the Company or any other person;

              (b) any irregularity, defect, unenforceability or invalidity in
         respect of any indebtedness or other obligation of the Company or any
         other person under this Indenture, the Senior Notes or any other
         document or instrument;

              (c) any failure of the Company, whether or not without fault on
         its part, to perform or comply with any of the provisions of this
         Indenture or the Senior Notes, or to give notice thereof to such
         Subsidiary Guarantor;

              (d) the taking or enforcing or exercising or the refusal or
         neglect to take or enforce or exercise any right or remedy from or
         against the Company or any other person or their respective assets or
         the release or discharge of any such right or remedy;

              (e) the granting of time, renewals, extensions, compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other person;

              (f) any change in the time, manner or place of payment of, or in
         any other term of, any of the Senior Notes, or any other amendment,
         variation, supplement, replacement or waiver of, or any consent to
         departure from, any of the Senior Notes or this Indenture, including,
         without limitation, any increase or decrease in the principal amount of
         or premium, if any, or interest on any of the Senior Notes;

              (g) any change in the ownership, control, name, objects,
         businesses, assets, capital structure or constitution of the Company or
         such Subsidiary Guarantor;

              (h) any merger or amalgamation of the Company or such Subsidiary
         Guarantor with any person or persons;

              (i) the occurrence of any change in the laws, rules, regulations
         or ordinances of any jurisdiction by any present or future action of
         any governmental authority or court amending, varying, reducing or
         otherwise affecting, or purporting to amend, vary, reduce or otherwise
         affect, any of the Guaranteed Obligations or the obligations of such
         Subsidiary Guarantor under its Subsidiary Guarantee; and

              (j) any other circumstance (other than by complete, irrevocable
         payment) that might otherwise constitute a legal or equitable discharge
         or defense of the Company under this Indenture or the Senior Notes or
         of such Subsidiary Guarantor in respect of its Subsidiary Guarantee.



                                      132


              SECTION 12.12. Waiver.

         Without in any way limiting the provisions of Section 12.01 hereof,
each Subsidiary Guarantor waives notice of acceptance hereof, notice of any
liability of the Subsidiary Guarantor hereunder, notice or proof of reliance by
the Guaranteed Parties upon the obligations of any Subsidiary Guarantor
hereunder, and diligence, presentment, demand for payment on the Company,
protest, notice of dishonor or non-payment of any of the Guaranteed Obligations,
or other notice or formalities to the Company or the Subsidiary Guarantors of
any kind whatsoever. Each Subsidiary Guarantor waives all benefits set forth in
Articles 480 (second paragraph), 481 and 482 of the Argentine Commercial Code as
well as any rights and powers contemplated by Articles 1990, 1994, 2012, 2015,
2017, 2018, 2020, 2021 (except the right to oppose payment), 2022, 2023, 2024,
2025, 2026, 2028, 2029, 2043, 2044, 2045, 2046, 2047, 2049 (except in the case
of express prior written waiver issued by the Trustee and authorized in
accordance with this Indenture), and 2050 of the Argentine Civil Code, to the
extent any such rights of defenses would otherwise become applicable or
available to such Subsidiary Guarantor. Each Subsidiary Guarantor acknowledges
that it will receive direct and indirect benefits from the issuance of the
Senior Notes pursuant to this Indenture and that the waivers set forth in this
Section 12.12 will be knowingly made in contemplation of such benefit.

              SECTION 12.13. Dealing with the Company and Others.

         The Guaranteed Parties, without releasing, discharging, limiting or
otherwise affecting in whole or in part the obligations and liabilities of any
Subsidiary Guarantor hereunder and without the consent of or notice to any
Subsidiary Guarantor, may

              (a) grant time, renewals, extensions, compromises, concessions,
         waivers, releases, discharges and other indulgences to the Company or
         any other person;

              (b) take or abstain from taking security or collateral from the
         Company or from perfecting security or collateral of the Company;

              (c) release, discharge, compromise, realize, enforce or otherwise
         deal with or do any act or thing in respect of (with or without
         consideration) any and all collateral, mortgages or other security
         given by the Company or any third party with respect to the obligations
         or matters contemplated by this Indenture or the Senior Notes;

              (d) accept compromises or arrangements from the Company;

              (e) apply all monies at any time received from the Company or from
         any security upon such part of the Guaranteed Obligations as the
         Guaranteed Parties may see fit or change any such application in whole
         or in part from time to time as the Guaranteed Parties may see fit; and



                                      133


              (f) otherwise deal with, or waive or modify their right to deal
         with, the Company and all other Persons and any security as the
         Guaranteed Parties or the Trustee may see fit.

              SECTION 12.14. Default and Enforcement.

         If any Subsidiary Guarantor fails to pay in accordance with Section
12.05 hereof, the Trustee may proceed in its name as trustee hereunder in the
enforcement of the Subsidiary Guarantee of such Subsidiary Guarantor and such
Subsidiary Guarantor's obligations thereunder and hereunder by any remedy
provided by law, whether by legal proceedings or otherwise, and to recover from
such Subsidiary Guarantor the Guaranteed Obligations.

              SECTION 12.15. Costs and Expenses.

         Each Subsidiary Guarantor shall pay on demand by the Trustee any and
all costs, fees and expenses (including, without limitation, legal fees on a
solicitor and client basis) incurred by the Trustee, its agents, advisors and
counsel or any of the Guaranteed Parties in enforcing any of their rights under
the Subsidiary Guarantee issued by such Subsidiary Guarantor.

              SECTION 12.16. No Waiver; Cumulative Remedies.

         No failure to exercise and no delay in exercising, on the part of the
Trustee or the other Guaranteed Parties, any right, remedy, power or privilege
hereunder or under the Indenture or the Senior Notes, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder or under this Indenture or the Senior Notes preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges in the
Subsidiary Guarantee and under this Indenture, the Senior Notes and any other
document or instrument between a Subsidiary Guarantor and/or the Company and the
Trustee are cumulative and not exclusive of any rights, remedies, powers and
privilege provided by law.

              SECTION 12.17. Representation and Warranty of Each Subsidiary
Guarantor.

         Each Subsidiary Guarantor represents and warrants that all acts,
conditions and things required to be done and performed and to have happened
precedent to the creation and issuance of its Subsidiary Guarantee, to
constitute the same valid, binding and legal obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor, its successors and
assigns in accordance with its terms, will have been done and performed and have
happened in compliance with all applicable laws. The obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee shall constitute a direct,
general, irrevocable, unsecured and unsubordinated obligations of such
Subsidiary Guarantor.


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              SECTION 12.18. Special Waiver.

         To the extent that any Subsidiary Guarantor may be entitled to the
benefit of any provision of law requiring the Trustee or any Holder of the
Senior Notes, in any suit, action or proceeding brought in a court of Argentina
or other jurisdiction arising out of or in connection with any of this Indenture
or the Senior Notes, to post security for litigation costs or otherwise post a
performance bond or guaranty ("CAUTIO JUDICATUM SOLVI" or "EXCEPCION DE
ARRAIGO"), or to take any similar action, such Subsidiary Guarantor waives such
benefit, in each case to the fullest extent permitted under the laws of
Argentina or, as the case may be, such other jurisdiction.

              SECTION 12.19. Severability.

         Any provision of this Article Twelve which is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and
purpose of this Indenture and this Article Twelve.

              SECTION 12.20. Successors and Assigns.

         Any Subsidiary Guarantee shall be binding upon and inure to the benefit
of the relevant Subsidiary Guarantor and the Trustee and the other Guaranteed
Parties and their respective successors and permitted assigns, except that no
Subsidiary Guarantor may assign any of its obligations hereunder or thereunder.

              SECTION 12.21. General Limitation on Subsidiary Guarantee
Obligations.

         In any action or proceeding involving any state corporate law, or any
state or Federal bankruptcy, insolvency, reorganization or other law affecting
the rights of creditors generally or similar laws applicable in Argentina or any
other country, if the obligations of any Subsidiary Guarantor under Section
12.01 would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 12.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Subsidiary Guarantor, any Holder of Senior Notes, the
Trustee or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding so as not to constitute a
fraudulent transfer under any such applicable law.


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                                   ARTICLE 13
                       DEFEASANCE AND COVENANT DEFEASANCE

              SECTION 13.01. Company's Option to Effect Defeasance or Covenant
Defeasance.

         The Company may, at its option by Board Resolution, at any time elect
to apply either Section 13.02 or Section 13.03 to all Outstanding Senior Notes
upon compliance with the conditions set forth below in this Article Thirteen.

              SECTION 13.02. Defeasance and Discharge.

         Upon the Company's exercise under Section 13.01 of its option to apply
this Section 13.02, the Company and any Subsidiary Guarantor, if any, shall be
deemed to have been discharged from its obligations with respect to all
Outstanding Senior Notes on the date the conditions set forth in Section 13.04
are satisfied (hereinafter, "DEFEASANCE"). For this purpose, such defeasance
means that the Company and any such Subsidiary Guarantor will be deemed to have
paid and discharged the entire Indebtedness represented by the Outstanding
Senior Notes, which shall thereafter be deemed to be "OUTSTANDING" only for the
purposes of Section 13.05 and the other Sections of this Indenture referred to
in clauses (A) and (B) below, and to have satisfied all its other obligations
under such Senior Notes, the Subsidiary Guarantees and this Indenture insofar as
such Senior Notes are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Senior Notes to receive,
solely from the trust fund described in Section 13.04 and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
and interest on such Senior Notes when such payments are due on the Stated
Maturity (or upon redemption, if applicable); (B) the Company's obligations with
respect to such Senior Notes under Sections 1.12, 3.01, 3.04, 3.05, 3.06, 3.07,
3.11, 3.12, 5.15, 6.08(e), 10.02, 10.03, 10.08 (but only to the extent such
section is applicable to Default of an obligation under this Indenture not
defeased) and 10.09 (but only to the extent of Additional Amounts other than
Additional Amounts payable under then applicable law; for the purposes of
applying Section 10.09 after defeasance, if the Trustee is required by law or by
the administration or interpretation thereof to withhold or deduct any amount
for or on account of Taxes from any payment made from the trust fund described
in Section 13.04 under or with respect to the Senior Notes, such payment shall
be deemed to have been made by the Company and the Company shall be deemed to
have been so required to deduct or withhold); (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article Thirteen.
Subject to compliance with this Article Thirteen, the Company may exercise its
option under this Section 13.02 notwithstanding the prior exercise of its option
under Section 13.03 with respect to the Senior Notes.



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              SECTION 13.03. Covenant Defeasance.

         Upon the Company's exercise under Section 13.01 of its option to apply
this Section 13.03, the Company and any Subsidiary Guarantor, if any, shall be
released from their respective obligations under any covenant contained in
Section 8.01(a)(iii) and (iv), Section 8.03 and Sections 10.10 through 10.21
with respect to the Outstanding Senior Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "COVENANT DEFEASANCE"),
and the Senior Notes shall thereafter be deemed not to be "OUTSTANDING" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "OUTSTANDING" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Senior Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Sections 5.01(iii)
and (iv), but, except as specified above, the remainder of this Indenture and
such Senior Notes shall be unaffected thereby.

              SECTION 13.04. Conditions to Defeasance or Covenant Defeasance.

         The following shall be the conditions to application of either Section
13.02 or Section 13.03 to the Outstanding Senior Notes:

              (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this Article
Thirteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Senior Notes, (A) cash in US Dollars in
an amount, (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge the principal of (and premium, if any), interest and all
Additional Amounts payable under then applicable law on the Outstanding Senior
Notes on the Stated Maturity (or Redemption Date, if applicable) of such
principal (and premium, if any) or installment of interest; provided that the
Trustee shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to said payments with respect to
the Senior Notes. Before such a deposit, the Company may give to the Trustee, in
accordance with Section 11.03 hereof, a notice of its election to redeem all of
the Outstanding Senior Notes at a future date in accordance with Article Eleven
hereof, which notice shall be irrevocable. Such irrevocable redemption notice,
if given, shall be given effect in applying the foregoing. For this purpose,
"U.S. GOVERNMENT



                                      137


OBLIGATIONS" means securities that are (x) direct obligations of the United
States of America for the timely payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed as a fill faith and credit obligation by
the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

              (b) No Default or Event of Default with respect to the Senior
Notes shall have occurred and be continuing on the date of such deposit or,
insofar as paragraphs (j) and (k) of Section 5.01 hereof are concerned, at any
time during the period ending on the 91st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

              (c) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
material agreement or instrument to which the Company or any Subsidiary
Guarantor is a party or by which it is bound.

              (d) In the case of an election under Section 13.02, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the Original Issue Date of the Series A-1 Senior
Notes and the Series B-1 Senior Notes, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of the Outstanding Senior Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

              (e) In the case of an election under Section 13.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Senior Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

              (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided



                                      138


for relating to either the defeasance under Section 13.02 or the covenant
defeasance under Section 13.03 (as the case may be) have been complied with.

              SECTION 13.05. Deposited Money and U.S. Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Senior Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Senior Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Senior Notes of all sums due and to become due thereon in respect of
principal (and premium, if any), interest, Liquidated Damages and Additional
Amounts payable under then applicable law, but such money need not be segregated
from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Governmental Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Senior Notes.

         Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 13.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

              SECTION 13.06. Reinstatement.

         If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 13.05 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Subsidiary Guarantor's, if any,
obligations under this Indenture and the Senior Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 13.02 or 13.03,
as the case may be, until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 13.05; provided, however,
that if the Company makes any payment of principal of (or premium, if any) or
interest on any Senior Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Senior Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                         [signatures on following page]



                                      139


                                              MASTELLONE HERMANOS S.A.


                                              By
                                                 -------------------------------
                                                 Title:

                                              THE BANK OF NEW YORK,
                                                as Trustee, Co-Registrar and
                                                Principal Paying Agent


                                              By
                                                 -------------------------------
                                                 Title:

                                              BANCO RIO DE LA PLATA S.A.,
                                                as Registrar and Paying Agent


                                              By
                                                 -------------------------------
                                                 Title:

                                              LEITESOL INDUSTRIA Y COMERCIO S.A.


                                              By
                                                 -------------------------------
                                                 Title:

                                              MASTELLONE SAN LUIS S.A.


                                              By
                                                 -------------------------------
                                                 Title:

                                              PROMAS S.A.


                                              By
                                                 -------------------------------
                                                 Title:

                                --------------



                                      140




                    This Indenture has been executed by the Collateral Agent
solely for purposes of Article 6A:

                                              BANCO RIO DE LA PLATA S.A.,


                                              By
                                                 -------------------------------
                                                 Title:





                                      141


                                                                      SCHEDULE I

             INDEBTEDNESS OUTSTANDING ON THE ORIGINAL ISSUE DATE OF
          8% SERIES A-1 COLLATERALIZED SENIOR NOTES DUE 2012 AND THE 8%
               SERIES B-1 COLLATERALIZED SENIOR NOTES DUE 2012(1)




Unsecured Debt:


Floating Rate Notes due December 31, 2011:                                       U.S.$79,725,455.49

11-3/4% Senior Notes due 2008:                                                   U.S.$7,091,000.00

Ps.1,711,679.53 owed to Banca Nazionale del Lavaro de July 7, 2007               U.S.$578,270.11

Secured Debt:

Euro318,329.64 owed to Calyon due October 6, 2005:                               U.S.$318,329.64

US$9,852,997.60 owed to Calyon due March 30, 2010                                U.S.$9,853,997.60

Pesos2,079,692.95 owed to Rababobank due June 30, 2006                           U.S.$2,079,692.95









---------------------------
1        All amounts are approximate figures.












                                                                     SCHEDULE II

                     DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                  OUTSTANDING ON THE ORIGINAL ISSUE DATE OF THE
    8% SERIES A-1 COLLATERALIZED SENIOR NOTES DUE 2012 AND THE 8% SERIES B-1
                      COLLATERALIZED SENIOR NOTES DUE 2012

                                      None






                                                                    SCHEDULE III

                    NON-PARTICIPATING EXISTING BANK DEBT AND
                        NON-PARTICIPATING EXISTING NOTES

EXISTING BANK DEBT
None

EXISTING NOTES
11-3/4% Senior Notes due 2008 (CUSIP 57632PAC4)      $7,091,000