Filed by Bowne Pure Compliance





Exhibit 4.6




EXECUTION COPY




 




 




LOAN AGREEMENT




 




dated as of




July 24, 2007




between




GRUPO FINANCIERO GALICIA S.A.,




as Borrower




and




MERRILL LYNCH INTERNATIONAL,




as Lender





 


 









 







Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I Definitions	 	 	1	 
	 

	 	SECTION 1.1  Defined Terms
	 	 	1	 
	 

	 	SECTION 1.2  Terms Generally
	 	 	6	 
	 

	 	SECTION 1.3  Accounting Terms; Central Bank Accounting Rules
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE II General Provisions Applicable to Term Loan	 	 	7	 
	 

	 	SECTION 2.1  The Term Loan.
	 	 	7	 
	 

	 	SECTION 2.2  Use of Proceeds
	 	 	7	 
	 

	 	SECTION 2.3  Procedure for Borrowing
	 	 	7	 
	 

	 	SECTION 2.4  Interest Rates and Payment Dates
	 	 	8	 
	 

	 	SECTION 2.5  Computation of Interest
	 	 	8	 
	 

	 	SECTION 2.6  Notes
	 	 	8	 
	 

	 	SECTION 2.7  Optional Prepayment of Term Loan
	 	 	10	 
	 

	 	SECTION 2.8  Mandatory Prepayment of Term Loan
	 	 	10	 
	 

	 	SECTION 2.9  Taxes
	 	 	10	 
	 

	 	SECTION 2.10  Payments Generally
	 	 	11	 
	 

	 	SECTION 2.11  Currency of Payment
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE III Representations and Warranties	 	 	13	 
	 

	 	SECTION 3.1  Organization; Powers
	 	 	13	 
	 

	 	SECTION 3.2  Authorization; No Conflicts
	 	 	13	 
	 

	 	SECTION 3.3  Enforceability
	 	 	13	 
	 

	 	SECTION 3.4  Governmental and Other Approvals
	 	 	13	 
	 

	 	SECTION 3.5  Compliance with Law
	 	 	14	 
	 

	 	SECTION 3.6  Properties
	 	 	14	 
	 

	 	SECTION 3.7  Environmental Matters
	 	 	14	 
	 

	 	SECTION 3.8  No Liens
	 	 	14	 
	 

	 	SECTION 3.9  Material Litigation
	 	 	14	 
	 

	 	SECTION 3.10  Taxes
	 	 	14	 
	 

	 	SECTION 3.11  Proper Legal Form
	 	 	14	 
	 

	 	SECTION 3.12  Investment Company Act
	 	 	15	 
	 

	 	SECTION 3.13  Financial Statements
	 	 	15	 
	 

	 	SECTION 3.14  No Change
	 	 	15	 
	 

	 	SECTION 3.15  No Default
	 	 	15	 
	 

	 	SECTION 3.16  Accuracy of Information
	 	 	15	 
	 

	 	SECTION 3.17  Solvency
	 	 	15	 
	 

	 	SECTION 3.18  Indebtedness
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV Conditions	 	 	16	 
	 

	 	SECTION 4.1  Conditions to Closing Date
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE V Affirmative Covenants	 	 	17	 
	 

	 	SECTION 5.1  Compliance with Argentine Foreign Exchange Regulations
	 	 	17	 
	 

	 	SECTION 5.2  Financial Statements; Ratings Change and Other Information
	 	 	18	 
	 

	 	SECTION 5.3  Notices of Material Events
	 	 	18	 
	 

	 	SECTION 5.4  Maintenance of Existence
	 	 	19	 
	 

	 	SECTION 5.5  Governmental Authorizations
	 	 	19	 
	 

	 	SECTION 5.6  Payment of Obligations and Taxes
	 	 	19	 
	 

	 	SECTION 5.7  Maintenance of Properties
	 	 	19	 
	 

	 	SECTION 5.8  Transactions with Affiliates
	 	 	19	 






 


 









 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 

	 	SECTION 5.9  Books and Records; Inspection Rights
	 	 	19	 
	 

	 	SECTION 5.10  Compliance with Laws and Regulations
	 	 	19	 
	 

	 	SECTION 5.11  Equity to Assets Ratio of the Borrower
	 	 	20	 
	 

	 	SECTION 5.12  Acquisition of Banco Galicia Shares
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE VI Negative Covenants	 	 	20	 
	 

	 	SECTION 6.1  Limitation on Indebtedness
	 	 	20	 
	 

	 	SECTION 6.2  Limitation on Liens
	 	 	20	 
	 

	 	SECTION 6.3  Sales and Leasebacks
	 	 	20	 
	 

	 	SECTION 6.4  Restricted Payments
	 	 	21	 
	 

	 	SECTION 6.5  Capital Expenditures
	 	 	21	 
	 

	 	SECTION 6.6  Investments
	 	 	21	 
	 

	 	SECTION 6.7  Fundamental Changes
	 	 	21	 
	 

	 	SECTION 6.8  Restrictive Agreements
	 	 	21	 
	 

	 	SECTION 6.9  Arm’s Length Transactions
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VII Events of Default	 	 	22	 
	 

	 	SECTION 7.1  Events of Default
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VIII Miscellaneous	 	 	25	 
	 

	 	SECTION 8.1  Notices
	 	 	25	 
	 

	 	SECTION 8.2  Waivers; Amendments
	 	 	26	 
	 

	 	SECTION 8.3  Expenses; Indemnity; Damage Waiver
	 	 	26	 
	 

	 	SECTION 8.4  Successors and Assigns
	 	 	27	 
	 

	 	SECTION 8.5  Survival
	 	 	28	 
	 

	 	SECTION 8.6  Counterparts; Integration; Effectiveness
	 	 	28	 
	 

	 	SECTION 8.7  Severability
	 	 	28	 
	 

	 	SECTION 8.8  Right of Setoff
	 	 	28	 
	 

	 	SECTION 8.9  Governing Law; Jurisdiction; Consent to Service of Process
	 	 	28	 
	 

	 	SECTION 8.10  WAIVER OF JURY TRIAL
	 	 	29	 
	 

	 	SECTION 8.11  Judgment Currency
	 	 	30	 
	 

	 	SECTION 8.12  Waiver of Sovereign Immunity
	 	 	30	 
	 

	 	SECTION 8.13  English Language
	 	 	30	 
	 

	 	SECTION 8.14  Headings
	 	 	30	 
	 

	 	SECTION 8.15  Confidentiality
	 	 	30	 
	 
	 	 	 	 	 	 
	SCHEDULES:	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule 3.17 Indebtedness	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBITS:	 	 	 	 
	 
	 	 	 	 	 	 
	A

	 	Form of Mandate Letter	 	 	 	 
	B

	 	Form of Closing Certificate	 	 	 	 
	C

	 	Form of Opinion of U.S. Counsel to the Borrower	 	 	 	 
	D

	 	Form of Opinion of Argentine Counsel to the Borrower	 	 	 	 
	E-1

	 	Form of Argentine Note	 	 	 	 
	E-2

	 	Form of U.S. Note	 	 	 	 
	F

	 	Form of Drawdown Notice	 	 	 	 
	G

	 	Form of Assignment and Assumption	 	 	 	 







 


-ii-









 





LOAN AGREEMENT (this “Agreement”), dated as of July 24, 2007, between Grupo Financiero
Galicia S.A., a sociedad anónima organized under the laws of the Republic of Argentina (the
“Borrower”) and Merrill Lynch International, as lender (the “Lender”).




The parties hereto hereby agree as follows:



ARTICLE I




Definitions




SECTION 1.1 Defined Terms. As used in this Agreement, the following terms have the meanings
specified below:




“Additional Amounts” has the meaning assigned to such term in Section 2.9.



“Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with the Person specified.




“Agreement” has the meaning assigned to such term in the preamble hereto.




“Argentina” means the Republic of Argentina.



“Argentine Foreign Exchange Regulations” means any foreign exchange regulations issued
by the Argentine National Congress, the Executive Branch of the Argentine Government, the Argentine
Ministry of Economy, the Argentine Central Bank and/or any other Argentine Governmental Authority
applicable to the Borrower and/or to the Term Loan.



“Argentine GAAP” means accounting principles that are generally accepted in Argentina,
as in effect from time to time.



“Argentine Income Tax Law” means Argentine Law No.20,628 ordered by Decree 649/1997,
as amended.




“Argentine Note” has the meaning assigned to such term in Section 2.6(a).



“Argentine Taxes” means Covered Taxes imposed or levied by or on behalf of Argentina
or by or within any political subdivision thereof or any authority therein having the power to tax.




“Assignee” has the meaning assigned to such term in Section 8.4(a).



“Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Assignee and accepted by the Borrower, in the form of Exhibit G.




“Balance” has the meaning assigned to such term in Section 2.1(c).



“Banco Galicia” means Banco de Galicia y Buenos Aires S.A, a sociedad anónima
organized under the laws of Argentina.



“Borrower” has the meaning assigned to such term in the preamble hereto.


 


 









 





“Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City, New York, Buenos Aires, Argentina and, solely for the purpose of
determining the LIBOR, London, England, are authorized or required by law to remain closed.



“Central Bank” means the Banco Central de la República Argentina, the Argentine
Central Bank.



“Central Bank Accounting Rules” means the rules and regulations of the Central Bank as
in effect from time to time establishing accounting principles for Argentine financial
institutions.



“Change of Control” means EBA Holding S.A. shall have ceased to control at least a
majority of the voting rights of the Borrower.



“Closing Date” means the date on which the conditions specified in Section 4.1 are
satisfied (or waived in accordance with the provisions of Section 8.2).



“Consolidated Total Assets” means, at any date, the amount set forth as activos
totales on the consolidated balance sheet of a given Person and its Subsidiaries at such date,
prepared in accordance with Central Bank Accounting Rules and Argentine GAAP.




“Covered Taxes” has the meaning assigned to such term in Section 2.9(a).



“Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



“Dollar Equivalent” means, with respect to any monetary amount denominated in (i)
Dollars, such amount, (ii) Pesos, at any time for the determination thereof, the amount of Dollars
obtained by converting Pesos into Dollars at the rate of exchange used for the purchase of Dollars
with Pesos as quoted by the Emerging Markets Trading Association (the “EMTA”) on its
website at www.emta.org/aservices (or such other web page of EMTA where the quotation is published
if this web address changes) two Business Days prior to the date of determination, at 2:00 p.m.
Buenos Aires time (the “EMTA Rate”) or if such rate shall not be available, the EMTA Rate
shall be determined by the Lender based on the average of exchange rates for the purchase of
Dollars with Pesos as reported at the close of business two Business Days prior to the date of
determination by Banco Río de la Plata S.A., Deutsche Bank S.A. and Sucursal de Citibank, N.A.
Establecida en la República Argentina (or if any of such entities shall not report such quotations,
by any of HSBC Bank Argentina S.A. or JP Morgan Chase Bank Buenos Aires Branch), and (iii) a
currency other than Dollars or Pesos, at any time for the determination thereof, the amount of
Dollars obtained by converting such other currency into Dollars at the average of the spot rates
for the purchase of Dollars with such other currency, as quoted by the Lender at approximately
11:00 A.M. (New York City time), on the date of determination thereof specified herein or if the
date of determination thereof is not otherwise specified herein, in each case on the date two
Business Days prior to such determination.




“Dollars” or “US$” refers to lawful currency of the United States of America.



“Dollar Obligations” shall have the meaning assigned to such term in Section 2.11
hereof.



“Dollar Securities” means the Bonos del Gobierno Nacional (República Argentina) in
Dollars due 2012 issued by Argentina according to the terms and conditions of Article 10 of Decree
No. 905/02 and/or any other Argentine public foreign debt instruments denominated in Dollars
and/or any other public or private bond or tradable security issued in Argentina and denominated in
Dollars.


 


2









 





“Drawdown Date” means any Business Day specified by the Borrower as a date on which
the Borrower requests the Lender to make the Term Loan hereunder (including, without limitation,
the Closing Date); provided that the Borrower may only make such a request once.



“Environmental Laws” refers to all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, to the management, release or threatened release of any Hazardous
Material or to health and safety matters.



“Environmental Liability” refers to any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties or indemnities),
directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.




“Event of Default” has the meaning assigned to such term in Section 7.1.




“Equity to Assets Ratio” means the ratio of (i) equity to (ii) total assets.




“First Installment” has the meaning assigned to such term in Section 2.1(b).




“First Repayment Date” has the meaning assigned to such term in Section 2.1(b).



“Funds Allocated to the Mandatory Deposit” has the meaning assigned to such term in
Section 2.2(a).



“Governmental Authority” means the government of the United States of America or
Argentina, as the case may be, or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.



“Hazardous Materials” refers to all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



“Indebtedness” means, with respect to any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than current trade payables incurred in the
ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person (even though 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), (e) all capital lease
obligations of such Person, (f) all obligations of such Person,
contingent or otherwise, as an account party or applicant under or in respect of acceptances,
letters of credit, surety bonds or similar arrangements and (g) all obligations of the kind
referred to in clauses (a) through (f) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any Lien on property (including
accounts and contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation.

 


3









 








“Indemnitee” shall have the meaning assigned to such term in Section 8.3(b).




“Information” shall have the meaning assigned to such term in Section 8.15.




“Investments” shall have the meaning assigned to such term in Section 6.6.




“Lender” has the meaning assigned to such term in the preamble hereto.



“LIBOR” shall mean the rate of interest which appears on Reuters screen LIBOR01 (or
any equivalent successor of such page) at or about 11.00 a.m. (London time) two Business Days prior
to the Reset Date for the offering of deposits in the London interbank market in Dollars for a
three-month period. In the event that any such rate does not appear on such screen, LIBOR shall be
determined by reference to such other publicly available service for displaying LIBOR rates as may
be agreed upon by the Lender and the Borrower or, in the absence of such agreement, LIBOR shall
instead be the average rate per annum for the offering of deposits in the London interbank market
in Dollars for a three-month period and in an amount comparable to the amount of the Balance of
Lloyds TSB Bank plc and HSBC Bank plc at or about 11:00 a.m. (London time) two Business Days prior
to the Reset Date. On the second Business Day prior to the Reset Day and on the second Business
Day prior to the third, sixth and ninth month anniversary following the Reset Date, the Lender will
determine the LIBOR applicable to the following three-month period and will notify the Borrower in
writing of the applicable LIBOR.




“Licensed Financial Institution” has the meaning assigned to such term in Section 3.4.



“Lien” means, with respect to any asset, any mortgage, charge, security interest,
pledge, assignment, fiduciary transfer, fideicomissa or trust, usufruct, retention right,
hypothecation or similar encumbrance and any preferential arrangement having the practical effect
of creating a security interest.



“Loan Documents” means this Agreement, the Mandate Letter and the Notes and any
amendment, waiver, supplement or other modification to any of the foregoing.



“Mandate Letter” means the mandate letter dated as of the date hereof, substantially
in the form of Exhibit A hereto entered into between the Borrower and Merrill Lynch, Pierce, Fenner
& Smith Incorporated.



“Mandatory Deposit” means the Dollar deposit mandated by Decree No 616/05 of the
Argentine Government (as regulated by the Argentine Ministry of Economy and the Central Bank), as
amended from time to time, currently equal to 30% of the amount of foreign currency transferred
into Argentina and converted into Pesos in the Argentine foreign exchange market as foreign
indebtedness incurred by Argentine residents with non-Argentine residents (other than those
specifically exempted foreign indebtedness transactions).



“Material Adverse Effect” means a material adverse effect on the business, financial
condition or results of operations of the Borrower and its Subsidiaries taken as a whole or the
ability of the Borrower to perform its payment obligations under this Agreement.


 


4









 






“Maturity Date” has the meaning assigned to such term in Section 2.1(c).



“Net Cash Proceeds” means, with respect to any event contemplated in Section 2.8, the
gross cash proceeds received from such event by the Borrower, net of all transaction costs
(including, without limitation, any underwriting, brokerage or other customary commissions and
other legal and advisory expenses related to such event) and related taxes.



“Non-Performing Loan Ratio”: means the ratio of (i) non-performing loans granted by
Banco Galicia to (ii) total loans granted by Banco Galicia in a given period.




“Participant” has the meaning assigned to such term in Section 8.4(b).




“Payment Account” has the meaning assigned to such term in Section 2.1(d).



“Permitted Indebtedness” means any Indebtedness of the Borrower not exceeding
individually and in the aggregate US$10,000,000 at any time.



“Permitted Investments” means any Investments the aggregate amount of which shall not
exceed US$10,000,000 at any time.



“Person” means an individual, partnership, corporation (including a business trust),
limited liability company, association, joint stock company, trust, unincorporated organization,
joint venture or other entity, or a government or any political subdivision or agency thereof.




“Peso” refers to the lawful currency of Argentina.




“Register” has the meaning set forth in Section 8.4(b)(iii).



“Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees and agents of such Person and such
Person’s Affiliates.



“Required Minimum Term” means the 365 days minimum term during which funds disbursed
under financial loans granted by non-Argentine residents to Argentine residents need to remain in
Argentina in accordance with Decree No 616/05 of the Argentine Government (as regulated by the
Central Bank), as amended as of the date hereof.




“Reset Date” means the date that is 365 days from the Drawdown Date.



“Responsible Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.




“Restricted Payments” has the meaning assigned to such term in Section 6.4.



“Scheduled Date” means the First Repayment Date or the Maturity Date, as the case may
be.



“Significant Subsidiary” means, at any time with respect to the Borrower, any
Subsidiary of the Borrower in which the Borrower’s and its other Subsidiaries’ proportionate share
of the Consolidated Total Assets (after intercompany eliminations) of such Subsidiary exceeds 5% of
the Consolidated Total Assets of the Borrower and its consolidated Subsidiaries.


 


5









 





“Solvent” means, with respect to any Person at any time, that (a) the fair value of
the property or assets, or interest therein, of such Person is greater than the total amount of
liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value
of the property or assets, or interest therein, of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as they become absolute
and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such
Person is not engaged in a business and is not about to engage in a business for which such
Person’s property or assets, or interest therein would constitute an unreasonably small capital.



“Subsidiary” means with respect to the Borrower, any corporation, association or other
business entity of which more than 50% of the voting power and/or of the capital stock thereof is
at the time owned, directly or indirectly, by the Borrower or one or more of the other Subsidiaries
of the Borrower or a combination thereof; provided that the term “Subsidiary” shall not
include any trust established in the ordinary course of the banking activities of Banco Galicia or
by or at the direction of the Borrower, other than a trust which is controlled by the Borrower,
other than by virtue solely of general provisions relating to voting rights of holders of any
relevant securities in their capacity as such or otherwise by virtue of any holding of a specific
number or amount of any such securities.



“Take-Out Transaction” means any public offering or private placement of any debt or
equity securities of the Borrower, or securities convertible or exchangeable for debt or equity
securities of the Borrower.



“Term Loan” means the loan made by the Lender to the Borrower pursuant to this
Agreement.




“U.S. Note” has the meaning assigned to such term in Section 2.6(b).



SECTION 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and permitted assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.



SECTION 1.3 Accounting Terms; Central Bank Accounting Rules. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be construed in accordance
with Central Bank Accounting Rules and/or Argentine GAAP (as the case may be); provided
that if the Borrower notifies the Lender that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in Central Bank
Accounting Rules or in the application thereof on the operation of such provision, regardless of
whether any such notice is given before or after such change in Central Bank Accounting Rules or in
the application thereof, then
such provision shall be interpreted on the basis of Central Bank Accounting Rules as in effect
and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.



 


6









 





ARTICLE II




General Provisions Applicable to Term Loan




SECTION 2.1 The Term Loan. (a) Subject to the terms and conditions provided for in this
Agreement, the Lender agrees to make a Term Loan to the Borrower in an aggregate principal amount
of US$80,000,000.



(b) The Borrower shall (subject to the immediately succeeding proviso) repay US$18,000,000 of
the outstanding principal amount of the Term Loan (the “First Installment”) on the Reset
Date; provided, however, that (i) the Borrower shall have two Business Days after
such Reset Date to make such payment (the “First Repayment Date”) and (ii) if in accordance
with Argentine Foreign Exchange Regulations, all or any part of the Mandatory Deposit may be
released before the Reset Date, then 100% of the amounts that may be so released shall be
transferred to the Lender and pledged (pursuant to customary pledge agreements to be agreed by the
Borrower and the Lender) to the Lender as collateral for the Borrower’s obligations hereunder in an
interest bearing account of the Lender located in New York, New York, for the benefit of the
Lender, until the First Repayment Date, on which date all pledged funds deposited therein shall be
used to repay the Term Loan as set forth in this Section 2.1(b) (it being understood and agreed
that any excess amounts shall be transferred to the Borrower).



(c) The Borrower shall repay all the balance of the Term Loan outstanding after the payment of
the First Installment (the “Balance”) on July 24, 2009 (the “Maturity Date”) or, at
any other time, as otherwise required expressly hereunder.



(d) All payments of principal and interest on the Term Loan shall be made in Dollars to the
account of the Lender notified to the Borrower in writing (the “Payment Account”).



SECTION 2.2 Use of Proceeds. (a) The Borrower shall apply 30% of the funds borrowed under the
Term Loan on the Drawdown Date to the establishment and funding of the Mandatory Deposit relating
to the Term Loan in accordance with the Argentine Foreign Exchange Regulations (the “Funds
Allocated to the Mandatory Deposit”).



(b) The Borrower shall apply the remaining 70% of the funds borrowed under the Term Loan on
the Drawdown Date to subscribe and pay for new shares of common stock issued by Banco Galicia
pursuant to the capital increase resolved by the shareholders’ meeting of Banco Galicia held on
October 11, 2006.



SECTION 2.3 Procedure for Borrowing. The Borrower shall give the Lender irrevocable notice
substantially in the form attached as Exhibit F (which notice must be received by the Lender prior
to 3:00 P.M., New York City time, two Business Days prior to the anticipated Drawdown Date)
requesting that the Lender make the Term Loan on the Drawdown Date and specifying (i) the requested
Drawdown Date and (ii) the amount to be borrowed. Upon satisfaction of the applicable conditions
precedent set forth in Section 4.1, the Lender shall on the requested Drawdown Date, no later than
1:00 P.M., New York City time, make available to the Borrower, by transfer to the account of the
Borrower set forth on Exhibit F hereto in New York, New York in accordance with the instructions of
the Borrower, the amount of the Term Loan so requested in immediately available funds, for further
credit on the same day to the account of the Borrower maintained with a Licensed Financial
Institution authorized to operate in the foreign exchange market in Argentina, as set forth below.


 


7









 





The Borrower shall on the same day of disbursement of the Term Loan (i) exchange the proceeds
thereof for Pesos through the Argentine free foreign exchange market (Mercado Único y Libre de
Cambios) and credit them to an account of the Borrower maintained with a Licensed Financial
Institution authorized to operate in the foreign exchange market in Argentina, as required by the
Argentine Foreign Exchange Regulations, and (ii) apply the Funds Allocated to the Mandatory Deposit
to the constitution of the Mandatory Deposit in accordance with the Argentine Foreign Exchange
Regulations.



SECTION 2.4 Interest Rates and Payment Dates. (a) The Term Loan shall bear interest on the
outstanding principal amount thereof for each day from the Drawdown Date until the Maturity Date,
at a rate per annum equal to (i) 7.75% from the Drawdown Date until the Reset Date (exclusively)
and (ii) LIBOR plus 3.50% from the Reset Date (inclusively) until the Maturity Date.



(b) If all or a portion of (i) any principal of the Term Loan, (ii) any interest payable
thereon, or (iii) any other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration, or otherwise), such overdue amount shall commence to bear
interest at a rate per annum equal to 2% in excess of the then applicable interest rate on the Term
Loan, from the date of nonpayment until such overdue amount is paid in full.



(c) Interest on the Term Loan accrued from the Drawdown Date to the Reset Date (exclusively)
shall be due and payable on the First Repayment Date. Interest on the Balance accrued from the
Reset Date (inclusively) to the Maturity Date shall be due and payable on the Maturity Date. For
the avoidance of doubt, it is understood and agreed that interest from the Reset Date (inclusively)
until the First Repayment Date (exclusively) on the First Installment shall accrue at a rate per
annum of LIBOR plus 3.50% and shall be due and payable on the First Repayment Date.



(d) In addition to the interest payments provided for in this Section 2.3, the Borrower shall
pay to the Lender a fee of 0.50% of the principal amount of the Term Loan as a structuring fee to
be earned and payable to the Lender on the Drawdown Date.



SECTION 2.5 Computation of Interest. (a) Interest payable pursuant hereto shall be calculated on
the basis of actual days elapsed over a 360-day year.



(b) Each determination of an interest rate by the Lender pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower in the absence of manifest error. The
Lender shall, at the request of the Borrower, deliver to the Borrower a statement showing the
quotations used by the Lender in determining any interest rate pursuant to Section 2.4(a).



SECTION 2.6 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the
Term Loan shall be evidenced by (i) a pagaré evidencing the First Installment; (ii) a pagaré
evidencing the Balance; (iii) a pagaré evidencing interest on the Term Loan from the Drawdown Date
until the Reset Date (exclusively); and (iv) a pagaré evidencing interest on the Term Loan from the
Reset Date (inclusively) until the Maturity Date (each such pagaré evidencing principal or
interest, an “Argentine Note” and together, the “Argentine Notes”), each duly
executed and delivered by the Borrower in substantially the form of Exhibit E-1.



 


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Each Argentine Note issued pursuant to this Section 2.6(a) shall (i) be dated the date of the
execution thereof; (ii) in the case of each Argentine Note evidencing the payment of principal,
such Argentine Note shall be in a principal amount equal to each of the First Installment and the
Balance; (iii) in the case of each Argentine Note evidencing payment of interest, such Argentine
Note shall be in a principal amount equal to each of all interest scheduled to accrue hereunder
from the Drawdown Date until the First Repayment Date (exclusively) and all interest scheduled to
accrue hereunder from the First Repayment Date (inclusively) until the Maturity Date; (iv) bear interest at the default rate, in
accordance with and subject to the conditions set forth in Section 2.4(b) above; (v) be payable on
demand (a la vista); (vi) be non-negotiable instruments (no a la orden); and (vii) be signed by an
attorney-in-fact duly acting on behalf of the Borrower, and such signature and the capacity of such
attorney-in-fact shall be duly certified by an Argentine notary public. On the Drawdown Date the
Borrower shall execute and deliver to the Lender an Argentine Note evidencing all interest
scheduled to accrue hereunder from the Drawdown Date until the First Repayment Date (exclusively)
(as contemplated in clause (iii) above) and on the First Repayment Date the Borrower shall execute
and deliver to the Lender an Argentine Note evidencing all interest scheduled to accrue hereunder
from the First Repayment Date (inclusively) until the Maturity Date (as contemplated in clause (iv)
above). Following the First Repayment Date, and upon the request of the Lender, the Borrower shall
exchange the Argentine Notes evidencing payment of interest by new Argentine Notes reflecting the
amount of interest resulting from the LIBOR determined from time to time by the Lender in
accordance with this Agreement. Promptly upon receipt of a new Argentine Note evidencing payment
of interest, the Lender shall return the replaced Argentine Note to the Borrower marked
“cancelled”. Promptly upon the payment in full or in part of any amounts due under any Argentine
Note or Argentine Notes, the Lender shall return such Argentine Note or Argentine Notes to the
Borrower marked “cancelled” provided, however that in the case of partial
repayments, the Lender shall have previously received a new Argentine Note or Argentine Notes
evidencing the amounts then outstanding. Notwithstanding the fact that each Argentine Note shall
be payable on demand, the Lender shall not exercise such demand right unless and until the amounts
evidenced by such Argentine Note have become due and payable in accordance with the terms of this
Agreement (whether at the stated maturity, by acceleration or otherwise) and such amounts shall not
have been otherwise paid by the Borrower. The Lender agrees that, notwithstanding the simultaneous
existence of the U.S. Notes and the Argentine Notes, it is not entitled to recover in the aggregate
any amount in excess of the unpaid amounts owing to it under this Agreement, and it will not seek
to recover under (i) this Agreement and/or the U.S. Notes any amount recovered by it under the
Argentine Notes and (ii) the Argentine Notes any amount recovered by it under this Agreement and/or
the U.S. Notes; provided, however that:



(y) neither the execution, delivery, participation or assignment of any Argentine Note nor
the commencement of any procedure (whether out-of-court or in court) in respect to, and/or the
exercise of any remedy in connection with and/or the total or partial collection of, any Argentine
Note, shall be deemed to be a waiver of any right of the Lender under this Agreement, or an
amendment of any term or condition of this Agreement, including with respect to the governing law
of this Agreement; and



(z) notwithstanding discharge in full of any Argentine Note, if the amount (including, without
limitation, default interest) paid or payable to a Lender under such Argentine Note (including,
without limitation, any shortfall of such amount caused by the application of Argentine Foreign
Exchange Regulations) is less than the amount due and payable to the Lender in accordance with this
Agreement and evidenced by such Argentine Note, the Borrower agrees, to the fullest extent it may
effectively do so, to pay to the Lender upon demand such difference.



Following the repayment in part or in full of any amount due and payable under the Argentine
Notes, upon written request of the Borrower, the Lender will furnish the Borrower with relevant
receipts in respect of such payments.



The Lender agrees that it will reimburse the Borrower any amounts recovered under the
Argentine Notes in excess of the amounts that the Lender would have been entitled to recover in
accordance with Section 2.9 herein.


 


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Upon any assignment of the Term Loan pursuant to an Assignment and Acceptance, the Borrower
shall execute and deliver substitute Argentine Notes (i) to the Assignee, dated
the effective date of such Assignment and Acceptance, reflecting the amount of the Term Loan
so assigned and containing other appropriate insertions, and (ii) in the case of a partial
assignment, also to the assigning Lender, dated the effective date of such Assignment and
Acceptance, reflecting the amount of the Term Loan retained by the assigning Lender and containing
other appropriate insertions. In any such case, the assigning Lender shall return any and all
Argentine Notes in its possession marked “cancelled.”



(b) The Borrower’s obligation to pay the principal of, and interest on the Term Loan shall
also, at the Lender’s option as notified to the Borrower in writing, be evidenced by a promissory
note duly executed and delivered by the Borrower substantially in the form of Exhibit E-2 hereto
(each such promissory note, a “U.S. Note”, and collectively, the “U.S. Notes”, and
together with the Argentine Notes, the “Notes”). Each U.S. Note shall be payable to the
order of the Lender, be dated the Drawdown Date and be in a stated principal amount equal to the
principal of, and interest on the Term Loan then outstanding.



SECTION 2.7 Optional Prepayment of Term Loan. Subject to the expiration of the Required Minimum
Term, the Borrower may at any time and from time to time prepay the Term Loan, in whole (but not in
part), without premium or penalty, upon notice to the Lender by telephone (confirmed by facsimile
and/or telecopy) not later than 11:00 a.m., New York City time, at least five Business Days before
the date of prepayment. Such notice shall be irrevocable and shall specify the relevant prepayment
date and the amount of the Term Loan to be prepaid; provided that the Borrower shall
simultaneously pay all accrued interest on the Term Loan to be prepaid and all other amounts then
due and payable under this Agreement.



SECTION 2.8 Mandatory Prepayment of Term Loan. Subject to the expiration of the Required Minimum
Term, the Term Loan will be required to be prepaid in whole or in part, without premium or penalty,
with (a) 100% of the Net Cash Proceeds from a Take-Out Transaction, (b) any dividends from Banco
Galicia or any other Significant Subsidiary received by the Borrower, or (c) 100% of the Net Cash
Proceeds from any sale of shares of Banco Galicia or of shares of any Significant Subsidiary owned
by the Borrower (except for sales of shares executed in accordance with Section 6.3 herein), in
each case, in an amount equal to the outstanding principal amount of the Term Loan (or the relevant
portion of the Term Loan being prepaid) and all accrued interest due at the time of such prepayment
(on the whole or the relevant portion of the Term Loan being prepaid); provided, however,
that in case any of the prepayment events referred to in (a), (b) or (c) above shall take place
within the Required Minimum Term, then 100% of the Net Cash Proceeds or dividends noted above and
derived therefrom shall be pledged (pursuant to customary pledge agreements to be agreed by the
Borrower and the Lender) in an interest bearing account of the Lender located in New York, New
York, for the benefit of the Lender, until such Required Minimum Term shall have elapsed, upon
which time all pledged funds deposited therein shall be used to prepay the Term Loan as set forth
in this Section 2.8.



SECTION 2.9 Taxes. (a) All payments under the Loan Documents shall be made without deduction
or withholding for or on account of any present or future taxes, penalties, fines, duties,
assessments or other governmental charges of whatsoever nature imposed or levied by or on behalf of
Argentina or any other jurisdiction from which any amount payable hereunder is paid, or by or
within any political subdivision thereof or therein, or any authority thereof or therein having
power to tax, excluding any tax, duty or assessment imposed on or measured by the net income or net
profits of the Lender by the jurisdiction in which it is organized or the jurisdiction in which its
principal office or applicable lending office is located (any such non-excluded taxes, assessments
or duties, “Covered Taxes”), unless the Borrower is compelled by law to so deduct or
withhold. In any such event, the Borrower shall pay such additional amounts (“Additional
Amounts”) in respect of Covered Taxes as may be necessary to ensure that the amounts received
by the Lender after such withholding or deduction shall equal the respective
amounts that would have been receivable by the Lender in the absence of such withholding or
deduction, except that no such Additional Amounts shall be payable to or on behalf of the Lender:
(i) if the Lender is liable for Argentine Taxes in respect of the Term Loan by reason of having a
present or former connection with Argentina (or any political subdivision or taxing authority
thereof or therein) other than the execution, delivery or performance of its obligations under this
Agreement or the holding or owning of the Term Loan or the receipt of any payments in respect
thereof;


 


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(ii) in respect of Argentine Taxes that would not have been imposed but for the failure of the
Lender to comply with any certification, identification, information, documentation or other
reporting requirement if such compliance is required by applicable law, regulation, administrative
practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Argentine Taxes;



(iii) in respect of any estate, inheritance, gift, sales, transfer or similar tax, assessment
or other governmental charge; or



(iv) to any Assignee in excess of the Additional Amounts that the Borrower would be obliged to
pay to the Lender in accordance with the Double Taxation Treaty between Argentina and the United
Kingdom, as amended from time to time.




(v) any combination of items (i) through (iv) above;



(b) The Borrower will pay promptly when due any present or future stamp, court or documentary
taxes or any excise or property taxes, charges or similar levies that arise in Argentina from the
execution, delivery or registration of this Agreement or any other Loan Document.



(c) The Lender agrees to file any certificate or document or to furnish to the Borrower any
information, in each case, as reasonably requested by the Borrower, that may be necessary to
establish any available exemption from, or reduction in the amount of, any taxes.



(d) If the Lender determines that it has received a credit or refund of any Covered Taxes with
respect to which the Borrower has paid Additional Amounts pursuant to this Section 2.10, it shall
pay over such refund to the Borrower, net of all out-of-pocket expenses of the Lender and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund).



SECTION 2.10 Payments Generally. The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or of amounts payable under Section 2.9, or otherwise)
prior to 12:00 noon, New York City time, on the date when due, in immediately available funds,
without set-off or counterclaim (except as expressly provided herein). All such payments shall be
made to the Payment Account. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case
of any payment of interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in Dollars.



SECTION 2.11 Currency of Payment. It is an essential condition of this Agreement that
all payments hereunder are made in Dollars. The Borrower assumes and agrees to bear responsibility
for any circumstance (including in particular any circumstances involving force majeure events or
acts of God) occurring hereafter which may impede or make more burdensome the purchase of the
specific foreign currency owed under this Agreement, and agrees, in any such event, to make use of
any exchange mechanism, whether locally or abroad, that may allow it to fulfill all of its payment
obligations arising from this Agreement in the agreed currency, that is, Dollars. The Borrower
hereby irrevocably waives



 


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any claim that a payment in Dollars is unfeasible (including any defense under Section 1198 of
the Argentine Civil Code), and acknowledges that all payment obligations to be discharged on its
part as provided in this Agreement shall remain in effect and be enforceable until such time as the
Lender shall receive the exact amount of Dollars payable under this Agreement except as expressly
provided herein. If the Borrower shall not be able to repay on any Scheduled Date to the Payment
Account the full amount of Dollars due by the Borrower on any such Scheduled Date (the “Dollar
Obligations”) by virtue of any law or any Argentine Foreign Exchange Regulation in force on any
Scheduled Date, or the taking of action by a Governmental Authority, which in any such case
prohibits, prevents or limits the conversion of Pesos to any foreign currency or the transfer to
the Payment Account of the Dollar Obligations, then the Borrower shall, during the continuance of
such prohibition or restriction, pay the Dollar Obligations in Dollars at the Payment Account
through the following alternative methods:



(a) through any lawful mechanism available to the Borrower on the Scheduled Date, including
(i) the purchase with Pesos of any Dollar Securities, their sale by the Borrower in a foreign
market for Dollars and the transfer to the Payment Account of the sale proceeds thereof in an
amount equal to the Dollar Obligations, (ii) the purchase of Dollars in New York City or any other
city or market in which Dollars may be purchased, with any legal tender, and (iii) any other
mechanism for the acquisition of Dollars in any exchange market; or



(b) provided there is not available to the Borrower on the relevant Scheduled Date any
alternative lawful mechanism to pay the Dollar Obligations at the Payment Account, then the
Borrower, at the Lender’s written request, shall (i) purchase with Pesos Dollar Securities having
an aggregate market price in Dollars at the time of purchase thereof at least equal to the amount
of Dollar Obligations falling due on such Scheduled Date; and (ii) transfer to the Lender on the
relevant Scheduled Date such acquired Dollar Securities to the securities account of the Lender
outside of Argentina to be indicated by the Lender to the Borrower. The parties agree that any
transfer of Dollar Securities to the Lender under this Section shall be made pro solvendo, and
shall therefore not involve or be construed as a payment of any outstanding obligations hereunder,
but shall only create a security interest for the benefit of the Lender over the transferred Dollar
Securities to secure payment of the Dollar Obligations payable on the relevant Scheduled Date,
until the Lender can sell such Dollar Securities for Dollars, and then apply the resulting sale
proceeds to the payment of the Dollar Obligations. Such sale by the Lender shall take place no
later than two (2) Business Days following the date of transfer of the Dollar Securities to the
Lender in a New York market, or if the Dollar Securities are not traded in New York, in any other
foreign market of the election of the Lender, acting reasonably. If the sale proceeds of the Dollar
Securities is less than the amount of the payable Dollar Obligations (including interest thereon
accrued until the date of sale of the Dollar Securities in accordance with this Agreement), then
the Borrower shall transfer to the Lender within two (2) Business Days of the Lender’s written
request such additional quantity of Dollar Securities that shall permit the Lender to collect the
full Dollar amount of such Dollar Obligations through the sale of such additional Dollar
Securities. If at any time the aggregate amount of the sale proceeds of the Dollar Securities
transferred to the Lender by way of security under this Section is higher than the payable Dollar
Obligations, then (i) provided an Event of Default shall not have occurred and be continuing, the
Lender shall promptly return the applicable excess to the Borrower; or (ii) provided an Event of
Default shall have occurred and be continuing, the Lender shall be authorized to set-off (so long
as in accordance with Section 8.8 hereof) and apply the resulting excess against and on account of
any other outstanding obligations of the Borrower hereunder.



(c) No payment method under this Section shall be deemed to constitute payment of the
applicable obligation until receipt by the Lender at the Payment Account of the full amount of
Dollars due in respect thereof. All reasonable costs, expenses and taxes payable in connection with
compliance with this Section shall be exclusively borne by the Borrower.


 


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(d) Nothing in this Section 2.11 shall be construed to entitle the Borrower to refuse to make
payments hereunder in Dollars in the Payment Account as and when due for any reason whatsoever
(other than full and final payment indefeasibly in cash in Dollars of all amounts due under the
Loan Documents), including, without limitation, any of the following: (a) the purchase of Dollars
in Argentina by any means becomes more onerous or burdensome for the Borrower than as of the date
of this Agreement, or (b) the exchange rate in force in Argentina increases significantly from that
in effect as of the date of this Agreement.



ARTICLE III




Representations and Warranties




The Borrower represents and warrants to the Lender that as of the date of this Agreement and
as of the Drawdown Date:



SECTION 3.1 Organization; Powers. The Borrower and each of its Significant Subsidiaries is a
sociedad anónima duly organized and validly existing under the laws of Argentina, and the Borrower
and each of its Significant Subsidiaries has all requisite power and authority to conduct its
business and to perform its obligations under the Loan Documents.



SECTION 3.2 Authorization; No Conflicts. The execution, delivery and performance by the Borrower
of the Loan Documents are within the Borrower’s powers and authority, and such action has been duly
authorized by all necessary corporate and shareholder action (if any) on the part of the Borrower,
and such execution, delivery and performance does not violate or constitute a default under (A) the
Borrower’s organizational documents or (B) any material law, rule or regulation of a Governmental
Authority having jurisdiction over the Borrower or any material agreement binding on the Borrower
or any Subsidiary (including, without limitation, Banco Galicia).



SECTION 3.3 Enforceability. This Agreement and each other Loan Document constitutes a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, subject to (i) applicable bankruptcy, fraudulent transfer, moratorium, insolvency and
other similar laws affecting creditors’ rights generally, (ii) general equitable principles
regardless of whether the issue of enforceability is considered in a proceeding in equity or at law
and (iii) an implied covenant of good faith and fair dealing.



SECTION 3.4 Governmental and Other Approvals. No license, consent, authorization or approval or
other action by, or notice to or filing or registration with, any Governmental Authority (including
any foreign exchange approval), and no other third-party consent or approval, is necessary for the
due execution, delivery and performance by the Borrower of the Loan Documents, or for the use of
proceeds thereof, or for the legality, validity or enforceability thereof against the Borrower,
except for: (i) the registration with the Central Bank of the disbursement of the Term Loan to the
Borrower or payments by the Borrower under this Agreement, through the furnishing of the relevant
forms to a financial institution licensed under Argentine Law No. 21,526, as amended (a
“Licensed Financial Institution”) authorized to operate in the foreign exchange market in
Argentina, all in accordance with Decree No. 616/05 and its implementing regulations, in each case
as amended and/or supplemented, (ii) the conversion by the Borrower of the proceeds of the Term
Loan for Pesos through the Argentine free foreign exchange market (Mercado Único y Libre de
Cambios) and the credit of the relevant Peso amounts to a bank account of the Borrower in
Argentina, in each case as required by (and within the periods set forth in) Communication “A” 3712
of the Central Bank, as amended and/or supplemented, (iii) application by the Borrower of the Funds
Allocated to the Mandatory Deposit to the constitution of the Mandatory Deposit in accordance with
the Argentine Foreign Exchange Regulations, (iv) the lapse of 365 calendar days (counted from the
date of settlement in the Argentine free foreign exchange market



 


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(Mercado Único y Libre de Cambios) of the proceeds of the Term Loan, in accordance with the
Argentine Foreign Exchange Regulations in effect from time to time) before any payment or
reimbursement (whether at scheduled maturity, upon acceleration or otherwise) may be made by the
Borrower under this Agreement or the Notes (other than scheduled interest payments pursuant to the
relevant provisions of Communication “A” 4177 of the Central Bank, as amended and/or supplemented),
(v) after the lapse of the term mentioned in the preceding item (iv), compliance by the Borrower
with the relevant provisions of Communication “A” 4177 of the Central Bank, as amended and/or
supplemented, in connection with any payment or prepayment made in accordance with the terms set
forth in this Agreement, (vi) compliance by the Borrower with the conditions set forth in
Communication “A” 4643, as amended and/or supplemented, pursuant to which the Borrower can only
access the Argentine free foreign exchange market (Mercado Único y Libre de Cambios) in order to
make scheduled interest payments, with respect to interest accrued (x) as of the date of settlement
of the disbursement proceeds through the Argentine free foreign exchange market (Mercado Único y
Libre de Cambios), or (y) as of the date of disbursement, if proceeds thereof have been credited to
an account of a Licensed Financial Institution abroad (cuenta de corresponsalía) within 48 business
hours from such disbursement, and (vii) compliance by the Borrower with the periodic information
requirements set forth in Communication “A” 3602 of the Central Bank, as amended and/or
supplemented.



SECTION 3.5 Compliance with Law. The Borrower and each of its Significant Subsidiaries
(including, without limitation, Banco Galicia) is in compliance with all applicable laws, except to
the extent that any violation of any thereof could not reasonably be expected to have a Material
Adverse Effect.



SECTION 3.6 Properties. The Borrower and each of its Significant Subsidiaries (including, without
limitation, Banco Galicia) has good and sufficient title to its properties and assets, except to
the extent that any imperfection of title could not reasonably be expected to have a Material
Adverse Effect.



SECTION 3.7 Environmental Matters. Except with respect to any matters that, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Significant Subsidiaries (including, without limitation, Banco Galicia) (i)
has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.



SECTION 3.8 No Liens. (a) There are no existing Liens on the shares of capital stock of Banco
Galicia currently held by the Borrower and (b) the shares of capital stock of Banco Galicia to be
purchased by the Borrower with the proceeds of the Term Loan shall not be, at the time of purchase
thereof, subject to any Liens (other than Liens arising by operation of law or resulting from a
court order).



SECTION 3.9 Material Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower,
threatened by or against or affecting the Borrower or any of its Significant Subsidiaries or
against any of their respective properties or revenues (a) with respect to any of the Loan
Documents to which it is a party or any of the transactions contemplated hereby or thereby, or (b)
that could otherwise reasonably be expected to have a Material Adverse Effect.



SECTION 3.10 Taxes. The Borrower and each of its Significant Subsidiaries (including, without
limitation, Banco Galicia) has filed, or caused to be filed, all material tax returns required to
be filed by it, and has paid or caused to be paid all taxes, assessments, fees and other charges
due and
payable by it, other than any such liabilities (a) that are being contested in good faith and
by appropriate proceedings, (b) for which adequate reserves with respect thereto have been
established in accordance with Argentine GAAP or (c) the failure to pay and discharge could not
reasonably be expected to have a Material Adverse Effect.


 


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SECTION 3.11 Proper Legal Form. Subject to exceptions contained in the legal opinion of Argentine
counsel to the Borrower delivered on the Closing Date, the Loan Documents are in proper legal form
for the enforcement thereof against the Borrower under the laws of Argentina; and to ensure the
legality, validity, enforceability or admissibility in evidence of the Loan Documents in Argentina,
it is not necessary that this Agreement or any other document be filed or recorded with any court
or other authority in Argentina.



SECTION 3.12 Investment Company Act. The Borrower is not an “investment company” subject to
regulation under the U.S. Investment Company Act of 1940, as amended.



SECTION 3.13 Financial Statements. (a) The consolidated financial statements of the Borrower as
of December 31, 2006, 2005 and 2004 and for each of the fiscal years ended on such dates have been
prepared in accordance with Argentine GAAP and Central Bank Accounting Rules and fairly present in
all material respects the financial condition of the Borrower and its consolidated Subsidiaries
(including, without limitation, Banco Galicia) as of such dates and for such periods.



(b) The non-consolidated financial statements of the Borrower as of December 31, 2006, 2005
and 2004 and for each of the fiscal years ended on such dates have been prepared in accordance with
Argentine GAAP and Central Bank Accounting Rules and fairly present in all material respects the
financial condition of the Borrower as of such dates and for such periods.



(c) The consolidated financial statements of the Borrower as of March 31, 2007 and 2006 and
for the three-month periods ended on such dates have been prepared in accordance with Argentine
GAAP and Central Bank Accounting Rules and fairly present in all material respects the financial
condition of the Borrower and its consolidated Subsidiaries as of such dates and for such periods
(subject to year-end audit adjustments).



(d) The consolidated financial statements of Banco Galicia as of (i) December 31, 2006, 2005
and 2004 and for each of the fiscal years ended on such dates and (ii) March 31, 2007 and 2006 and
for the three-month periods ended on such dates have been prepared in accordance with Argentine
GAAP and Central Bank Accounting Rules and fairly present in all material respects the financial
condition of Banco Galicia and its consolidated Subsidiaries as of such dates and for such periods.



SECTION 3.14 No Change. Since March 31, 2007, there has been no development or event that has had or
could reasonably be expected to have a Material Adverse Effect.



SECTION 3.15 No Default. Neither the Borrower nor or any of its Significant Subsidiaries (including,
without limitation, Banco Galicia) is in default under or with respect to any of its contractual
obligations in any respect that could reasonably be expected to have a Material Adverse Effect.



SECTION 3.16 Accuracy of Information. No statement or information contained in this Agreement or
any other Loan Document furnished by the Borrower to the Lender for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents contained as of the date
such statement, information, document or certificate was so furnished, contains any untrue
statement
of a material fact or has omitted to state a material fact necessary to make the statements
contained herein or therein not misleading.


 


15









 





SECTION 3.17 Solvency. The Borrower is, and after giving effect to the incurrence of the Term
Loan, will be Solvent.



SECTION 3.18 Indebtedness. As of June 30, 2007, the Borrower has no Indebtedness
other than the Indebtedness detailed in Schedule 3.17. Since June 30, 2007, there has not been any
material change in the Indebtedness of the Borrower.



ARTICLE IV




Conditions




SECTION 4.1 Conditions to Closing Date . The agreement of the Lender to make the Term Loan is
subject to the satisfaction of the following conditions (or waiver in accordance with the
provisions hereof):




	 	(1)	 	Loan Agreement. The Lender (or its
counsel) shall have received this Agreement (or a counterpart hereof),
duly executed and delivered by the the Borrower and the Lender.

	 
	 	(2)	 	Notes: The Lender (or its counsel)
shall have received the Notes as provided under Section 2.6. hereof.

	 
	 	(3)	 	Mandate Letter. The Lender (or its
counsel) shall have received the Mandate Letter (or a counterpart
hereof), duly executed and delivered by the Borrower and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

	 
	 	(4)	 	Closing Certificate. The Lender (or
its counsel) shall have received a certificate, substantially in the
form of Exhibit B, dated the Closing Date and signed by a Responsible
Officer of the Borrower, with appropriate insertions and attachments
(including the constitutive documents of the Borrower, certified board
resolutions of the Borrower, authorizing the execution, delivery and
performance of each Loan Document and the corresponding power of
attorney of the Borrower) and confirming that (i) the representations
and warranties of the Borrower set forth herein are true and correct in
all material respects (as of the relevant dates made) and (ii) no
Default or Event of Default shall have occurred and be continuing under
this Agreement. The documents attached to the certificate to be
delivered by the Borrower shall be certified by an Argentine notary
public.

	 
	 	(5)	 	Governmental Approvals. The Lender (or
its counsel) shall have received certified copies of all governmental
authorizations, approvals and consents, required (if any) in connection
with the execution, delivery and performance of this Agreement, all of
which shall be in full force and effect.

	 
	 	(6)	 	Legal Opinions. The Lender (or its
counsel) shall have received a legal opinion (addressed to the Lender
(as of the Closing Date) and dated the Closing Date) of (i) White &
Case LLP, special New York counsel for
the Borrower, substantially in the form of Exhibit C, and (ii) M. &
M. Bomchil, special Argentine counsel to the Borrower, substantially
in the form of Exhibit D.







 


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	 	(7)	 	Process Agent. The Lender (or its
counsel) shall have received evidence that (i) a process agent has been
appointed to act as the Borrower’s agent for service of process
pursuant to this Agreement and (ii) such process agent has accepted
such appointment.

	 
	 	(8)	 	Fees. Evidence of payment by the
Borrower of all documented reasonable fees and expenses of the Lender,
including the reasonable fees and expenses of counsel to the Lender, in
connection with the negotiation, preparation, execution and delivery of
the Loan Documents and the making of the Term Loan (subject, in each
case, to any capped fee arrangement or similar limitation, including,
without limitation, Section 8.3 hereof).






ARTICLE V

Affirmative Covenants




Until all principal of and interest on the Term Loan, and all other amounts owing hereunder
and under the other Loan Documents have been paid in full (other than any indemnity obligation
which has not given rise to any outstanding claim), the Borrower covenants to and agrees with the
Lender that:



SECTION 5.1 Compliance with Argentine Foreign Exchange Regulations. The Borrower undertakes to:




	 	(1)	 	Utilize the proceeds of the Term Loan in
accordance with, and following the proceedings set forth by, any and
all applicable Argentine Foreign Exchange Regulations; and

	 
	 	(2)	 	(a) register the disbursement of the Term Loan,
and each payment made by it under the Loan Documents, with the Central
Bank in accordance with Decree No. 616/05 and its implementing
regulations, (b) register this Agreement as “foreign indebtedness”
pursuant to Communication “A” 3602 of the Central Bank; (c)
periodically deliver the information required by, or necessary for it
to comply with, Communication “A” 3602 of the Central Bank, as amended
and/or supplemented; and (d) within the applicable time periods,
provide such information, fill such forms, execute such declarations
and file such documentation as required by, and comply with all
regulations of, the Central Bank, comply with other Argentine Foreign
Exchange Regulations and any successor regulations or laws, and take
all necessary action, in order to be able to comply with its payment
obligations under the Loan Documents.





 


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SECTION 5.2 Financial Statements; Ratings Change and Other Information. The Borrower will furnish
to the Lender:




	 	(1)	 	as soon as available and in any event within 90
days after the end of each fiscal year, the audited consolidated and
non-consolidated financial statements of the Borrower and its Significant Subsidiaries for such
fiscal year, including the annual audited consolidated balance sheet
and the related consolidated statements of income and cash flows,
setting forth in each case in comparative form the figures for the
previous fiscal year, prepared in accordance with Argentine GAAP and
Central Bank Accounting Rules, which financial statements shall
present fairly in all material respects the consolidated financial
condition of the Borrower and its Significant Subsidiaries as at the
end of the relevant fiscal year and the consolidated results of the
operations of the Borrower during such fiscal year, certified in each
case by PricewaterhouseCoopers or other independent public
accountants of internationally recognized standing;

	 
	 	(2)	 	as soon as available and in any event within 60
days after the end of each fiscal quarter, the consolidated and
non-consolidated unaudited financial statements of the Borrower and of
its Significant Subsidiaries for the portion of the fiscal year then
ended, including its unaudited consolidated balance sheet and the
related consolidated statements of income and cash flows, in each case
for the portion of the fiscal year then ended, setting forth in each
case in comparative form the figures for the comparable portion of the
previous fiscal year, prepared in accordance with Argentine GAAP and
Central Bank Accounting Rules (subject to year-end audit adjustments),
which financial statements shall present fairly in all material
respects the consolidated financial condition of the Borrower and its
Significant Subsidiaries as at the end of such period and the
consolidated results of operations of the Borrower during such period,
certified by the chief executive officer or other Responsible Officer
of the Borrower; and

	 
	 	(3)	 	concurrently with any delivery of financial
statements under clause (1) or (2) above, a certificate of a
Responsible Officer of the Borrower setting forth in reasonable detail
the calculations required to establish whether the Borrower was in
compliance with the requirements of Section 5.11. on the date of such
financial statements and certifying as to whether a Default or Event of
Default has occurred and is continuing, and if any Default exists,
setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto.






SECTION 5.3 Notices of Material Events. The Borrower will furnish written notice to the Lender
promptly after obtaining actual knowledge of the following:




	 	(1)	 	any Event of Default, which notice will be
signed by a Responsible Officer of the Borrower, describing such Event
of Default and the steps that the Borrower has taken or proposes to
take in connection therewith;

	 
	 	(2)	 	any litigation, action or proceeding pending
against the Borrower or its Subsidiaries (including, without
limitation, Banco Galicia) before any Governmental Authority which
could, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect;





 


18









 





	 	(3)	 	any other event involving the Borrower or its
Subsidiaries (including, without limitation, Banco Galicia) that could
reasonably be expected to have a Material Adverse Effect; and

	 
	 	(4)	 	from time to time, such additional information
regarding the financial position or business of the Borrower and its
Subsidiaries (including, without limitation, Banco Galicia) as the
Lender may reasonably request.






SECTION 5.4 Maintenance of Existence. The Borrower will, and will cause each of its Significant
Subsidiaries to (a) preserve, maintain and keep in full force and effect its legal existence
(except for transactions not prohibited by Section 6.7), its qualification to do business in each
jurisdiction in which it conducts business and the rights, licenses, permits, privileges and
franchises necessary in the normal course of its business; provided that nothing shall
prohibit the loss of any such qualification, right, privilege or franchise which could not
reasonably be expected to have a Material Adverse Effect and (b) comply with all of its contractual
obligations, except to the extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.



SECTION 5.5 Governmental Authorizations. The Borrower will, and will cause each of its
Significant Subsidiaries to, duly obtain and maintain in full force and effect all governmental
authorizations, approvals and consents, and make all filings and registrations with any
Governmental Authority, which are necessary under any applicable law or regulation for the
operation of their respective businesses and for the execution, delivery and performance of the
Loan Documents, unless the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.



SECTION 5.6 Payment of Obligations and Taxes. The Borrower and its Significant Subsidiaries,
taken as a whole, will pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, all its material obligations of whatever nature, including
material tax obligations, except where the amount or validity thereof is contested in good faith by
appropriate proceedings and reserves with respect thereto are established in conformity with
Central Bank Accounting Rules on the books of the Borrower or the failure of which could not
reasonably be expected to have a Material Adverse Effect.



SECTION 5.7 Maintenance of Properties. The Borrower will, and will cause each of its Significant
Subsidiaries to, maintain and preserve all property necessary in its respective businesses in good
working order and condition, ordinary wear and tear excepted, except in each case when the failure
to do so could not reasonably be expected to have a Material Adverse Effect.



SECTION 5.8 Transactions with Affiliates. The Borrower will, and will cause its Significant
Subsidiaries to, engage in transactions with Affiliates only on terms and conditions that are
substantially as favorable to the Borrower or such Subsidiary, as the case may be, as the terms and
conditions which would apply in a similar transaction with a Person that is not an Affiliate.



SECTION 5.9 Books and Records; Inspection Rights. The Borrower will, and will cause each of its
Significant Subsidiaries to, keep proper books of record and account in which true and correct
entries shall be made in conformity with Central Bank Accounting Rules and/or Argentine GAAP, as
the case may be, in all material respects. The Borrower will, and will cause each of its
Significant Subsidiaries to, permit any representatives of and designated by the Lender, upon
reasonable prior written notice and at its sole cost and expense, to examine its books of record
and to discuss its affairs and finances with its principal officers, all at such reasonable times
during business hours and at such reasonable interests as the Lender may reasonably request and
subject in all cases to the confidentiality conditions set forth herein.


 


19









 





SECTION 5.10 Compliance with Laws and Regulations. The Borrower will, and will cause each of its
Significant Subsidiaries to, comply with all laws of any Governmental Authority (including, without
limitation, the Central Bank’s regulations) applicable to it or its property, except where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect. Without
limiting the generality of the foregoing, the Borrower will, and will cause each of its Significant
Subsidiaries to, comply with all of the liquidity and capital ratios set forth by the Central Bank
and/or the Superintendency of Insurance Companies, as the case may be.



SECTION 5.11 Equity to Assets Ratio of the Borrower. The Borrower shall ensure that, on the last
day of each fiscal quarter of the Borrower, the Equity to Assets Ratio of the Borrower on a
non-consolidated basis is equal to or greater than 80.0%.



SECTION 5.12 Acquisition of Banco Galicia Shares. The Borrower shall (i) within five Business Days
from the expiration of the applicable preemptive right period, furnish to the Lender written
evidence satisfactory to the Lender, that the Borrower has subscribed for an amount of common
shares of Banco Galicia in respect of the capital increase resolved by the shareholders’ meeting of
Banco Galicia held on October 11, 2006, at least equal to the amount of such common shares to which
the Borrower is entitled as a result of its preemptive rights and (ii) within three months from the
date of the Agreement, furnish to the Lender written evidence satisfactory to the Lender, of the
registration with the Public Registry of Commerce (“Registro Público de Comercio”) of the City of
Buenos Aires of the capital increase resolved by the shareholders’ meeting of Banco Galicia held on
October 11, 2006.



ARTICLE VI




Negative Covenants




Until the principal of and interest on the Term Loan, and all other amounts owing hereunder
and under the other Loan Documents, have been paid in full (other than any indemnity obligation
which has not given rise to any outstanding claim), the Borrower covenants to and agrees with the
Lender that:



SECTION 6.1 Limitation on Indebtedness. The Borrower will not issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:




(a) Indebtedness of the Borrower pursuant to any of the Loan Documents;



(b) Indebtedness of the Borrower to the extent the net proceeds thereof are used to prepay in
full the Term Loan; and



(c) Permitted Indebtedness, or any Indebtedness existing as of the date of this Agreement and
detailed in Schedule 3.17.



SECTION 6.2 Limitation on Liens. The Borrower will not create, incur, assume or suffer to
exist any Lien upon any of its property (including, without limitation, the shares of common stock
of Banco Galicia or of any its Significant Subsidiaries owned by the Borrower), whether now owned
or hereafter acquired, except (i) Liens for taxes, assessments and other governmental charges or
levies not yet due or that are being contested in good faith by appropriate proceedings,
provided that adequate reserves with respect thereto are maintained on the books of the
Borrower in conformity with Central Bank Accounting Rules, (ii) purchase money Liens (to the extent
such Liens attach concurrently or within 90 days of the purchase of the relevant asset, (iii) any
Lien on property acquired and existing as
of the date of acquisition thereof, (iv) any statutory Lien, (v) any mechanic’s, workman’s or
other Lien arising in the ordinary course of business and (vi) any easement or immaterial
imperfection of the title of property owned by the Borrower; provided, further,
that subject to the exceptions contemplated above, the Borrower will not create, incur, assume or
suffer to exist any Lien upon any stock of Banco Galicia.


 


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SECTION 6.3 Sales and Leasebacks. The Borrower will not enter into any arrangement with any
Person providing for the leasing by the Borrower of real or personal property that has been or is
to be sold or transferred by the Borrower to such Person or to any other Person to whom funds have
been or are to be advanced by such Person on the security of such property or rental obligations of
the Borrower. In addition, the Borrower will not sell, transfer, lease or otherwise dispose of all
or a portion of its shares in Banco Galicia or in any Significant Subsidiary at any time for an
aggregate value which exceeds US$10,000,000.



SECTION 6.4 Restricted Payments. The Borrower will not declare or pay any dividend (other
than dividends payable solely in common stock of the Borrower) on, or redeem, purchase or
otherwise acquire or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any
capital stock of the Borrower, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property or in obligations of
the Borrower (collectively, “Restricted Payments”), except that so long as no Default or
Event of Default shall have occurred and be continuing, the Borrower may purchase the Borrower’s
common stock or common stock options from present or former officers or employees of the Borrower
or any of its Subsidiaries upon the death, disability or termination of employment of such officer
or employee, provided, that the aggregate amount of payments under this paragraph (b) after
the date hereof (net of any proceeds received by the Borrower after the date hereof in connection
with resales of any common stock or common stock options so purchased) shall not exceed
US$10,000,000.



SECTION 6.5 Capital Expenditures. The Borrower will not make any capital expenditures exceeding
US$2,000,000 in the aggregate in each calendar year.



SECTION 6.6 Investments. The Borrower will not make any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to any assets constituting a business unit
of, or make any other investment in, any Person other than a Subsidiary (all of the foregoing,
“Investments”), except Permitted Investments.



SECTION 6.7 Fundamental Changes. The Borrower will not, and will not permit any of its
Significant Subsidiaries to (a) sell, transfer, lease or otherwise dispose of all or substantially
all of its assets (whether now owned or hereafter acquired and whether in a single transaction or
in a series of transactions, related or otherwise) or (b) merge with or into, or convey, transfer
to, any Person unless (i) the Borrower is the surviving entity or such Person assumes the
obligations of the Borrower under this Agreement or in the case of merger or transfer of a
Significant Subsidiary, the Borrower continues to control such Significant Subsidiary immediately
after giving effect to such merger or transfer and (ii) immediately after giving effect to such
proposed transaction, no Default or Event of Default would exist.



SECTION 6.8 Restrictive Agreements. The Borrower will not, and will not permit any of its
Significant Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement, other than those in effect on the date hereof, that prohibits,
restricts or imposes any condition upon the ability of any Significant Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to make or repay loans or
advances to the Borrower or any other Significant Subsidiary of the Borrower or to guarantee
Indebtedness of the Borrower or any other Significant Subsidiary of the Borrower, provided that the
foregoing shall not apply to (i) restrictions and
conditions imposed by law or by this Agreement and (ii) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale, but only if such
restrictions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.


 


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SECTION 6.9 Arm’s Length Transactions. The Borrower will not, and will not permit any
Significant Subsidiaries to, enter into any transaction with any Person except in the ordinary
course of business, on ordinary commercial terms and on the basis of arm’s length agreements, or
enter into any transaction whereby the Borrower or any such Significant Subsidiary (as the case may
be) would pay more than the ordinary commercial price for any purchase or would receive less than
the full price (subject to normal trade discounts and prevailing market conditions) for its
products or services.



ARTICLE VII




Events of Default




SECTION 7.1 Events of Default. If any of the following events (“Events of Default”) shall
occur and be continuing:




	 	(1)	 	the Borrower shall fail to pay any principal
of, or interest on, the Term Loan, or any other amount payable
hereunder or under the other Loan Documents, on the date the same
becomes due and payable in accordance with the terms hereof or thereof,
and such failure shall continue for a period of seven days (in the case
of principal) or fourteen days (in the case of interest or such other
amounts, if any);

	 
	 	(2)	 	any representation or warranty made by the
Borrower in this Agreement or which is contained in any certificate or
document furnished in connection with this Agreement shall prove to
have been incorrect or misleading in any material respect on or as of
the date made;

	 
	 	(3)	 	the Borrower shall fail to perform or observe
any covenant or agreement contained in this Agreement (other than as
provided in paragraphs (1) and (2) above) or in any other Loan
Document, and such failure shall continue unremedied for a period of 30
days after the date on which written notice thereof has been received
by the Borrower from the Lender;

	 
	 	(4)	 	at any time following the Closing Date, the
Borrower or any Significant Subsidiary shall fail to pay when due
interest on or principal of any Indebtedness of the Borrower or such
Significant Subsidiary, as applicable, in an aggregate amount due and
payable of at least the Dollar Equivalent of US$1,000,000 and such
failure shall continue after the grace period, if any, applicable
thereto; or any other event of default shall occur under any agreement
or instrument relating to any Indebtedness the aggregate principal
amount of which is at least the Dollar Equivalent of US$1,000,000 which
results in the acceleration of the maturity thereof;

	 
	 	(5)	 	the Borrower or any Significant Subsidiary
shall admit in writing its inability to, or be generally unable to, pay
its debts as such debts become due;






 


22









 








	 	(6)	 	(i) a court having jurisdiction enters a
decree or order for (A) relief in respect of the Borrower or any
Significant Subsidiary in an involuntary case under Argentine Law No.
21,526, as amended, 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 Borrower or any Significant Subsidiary for all or
substantially all of the property of the Borrower or any Significant
Subsidiary or (ii) the Central Bank orders a temporary, total or
partial suspension of the activities of the Borrower or any Significant
Subsidiary pursuant to Article 49 of the charter of the Central Bank or
a reorganization of the Borrower or any Significant Subsidiary pursuant
to Article 35 bis of Argentine Law No. 21,526, as amended, or a “plan
de regularización y saneamiento” of the Borrower or any Significant
Subsidiary pursuant to Article 34 of Argentine Naw No. 21,526, as
amended;

	 
	 	(7)	 	the Borrower or any Significant Subsidiary (i)
commences a voluntary case under Argentine Law No. 21,526, as amended,
Argentine Law No. 24,522, as amended, or any other applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
(ii) applies for or consents to the appointment of or taking possession
by an administrator, receiver, trustee or intervenor for the Borrower
or any Significant Subsidiary for all or substantially all of the
property of the Borrower or any Significant Subsidiary (iii) effects
any general assignment for the benefit of creditors, or (iv) takes any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts described in subsection (6) above or
this subsection (7) (including, without limitation, the execution of an
“acuerdo preventivo extrajudicial” under Argentine Law No. 24,522 as
amended);

	 
	 	(8)	 	a law is passed, a final order is made or an
effective resolution passed for the winding-up, liquidation or
dissolution of the Borrower, or the Borrower shall apply or petition
for a winding-up or dissolution order in respect of itself or shall
cease to carry on all or substantially all of its business or
operations (in each case except (i) for the purpose of and followed by
a reconstruction, amalgamation, reorganization, merger or
consolidation, on terms approved by the Lender or (ii) pursuant to a
transaction, reconstruction, amalgamation, reorganization, merger,
consolidation or other transaction not prohibited by Section 6.7), and
in each case any winding up, dissolution or liquidation proceedings
resulting from the taking of such corporate action remains undismissed
for 60 days;

	 
	 	(9)	 	A judgment is or judgments are rendered against
the Borrower in an aggregate amount of US$5,000,000 (or its equivalent
in other currencies) or more and shall remain unsatisfied, undischarged
and in effect for a period of 30 consecutive days without a stay of
execution, unless the same is adequately bonded or is being contested
by appropriate proceedings properly instituted and diligently conducted
and, in either case, such process is not being executed against assets
thereof;






 


23









 








	 	(10)	 	Any license, consent, authorization,
registration or approval at any time necessary to enable the Borrower
to comply with any of its obligations under the Loan Documents shall be
revoked, withdrawn or withheld or shall be modified or amended in a
manner materially prejudicial, in the sole opinion of the Lender, to
the interests of the Lender hereunder;

	 
	 	(11)	 	(i) Any Argentine Governmental Authority shall
impose exchange controls (other than any such controls in existence on
the date of this Agreement) further materially and adversely affecting
or restricting the making of payments in Dollars in respect of
Indebtedness; or (ii) any Argentine Governmental Authority shall take
any action to condemn, seize, nationalize or appropriate any
substantial portion of the property or assets or interest therein of
the Borrower or any of its Significant Subsidiaries (with or without
the payment of compensation), if such action referred to in this clause
(ii) has a Material Adverse Effect; or (iii) any action is taken by an
Argentine Governmental Authority, including the declaration of a
moratorium on payment of any Indebtedness, that has an adverse effect
on (A) the likelihood of repayment of the Term Loan, (B) the schedule
of payments of the Borrower hereunder or under the Note, (C) the
currency in which the Borrower may pay its obligations or (D) the
availability of Dollars or any other foreign currency; or (iv) the
Borrower shall voluntarily or involuntarily participate or take any
action to participate in any facility or exercise involving the
rescheduling of its debts or the alteration of the currency in which it
may pay its obligations (except to the extent applicable by the
governing documents);

	 
	 	(12)	 	it becomes unlawful for the Borrower to perform
or comply with its payment obligations hereunder;

	 
	 	(13)	 	this Agreement, or any other Loan Document
shall, for any reason, cease to be in full force and effect in
accordance with its terms, or the Borrower shall deny that it has any
further liability or obligation hereunder or thereunder;

	 
	 	(14)	 	a Change of Control shall have occurred;

	 
	 	(15)	 	on the last day of each fiscal quarter of Banco
Galicia, (i) the Non-Performing Loan Ratio of Banco Galicia is higher
than 5.0% or (ii) the non-performing loans of Banco Galicia are not
provisioned in accordance with Central Bank’s regulations.
Concurrently with the delivery of the information concerning the
abovementioned ratios to the Central Bank as periodically required by
the Central Bank’s regulations, the Borrower will deliver to the Lender
a certificate of a Responsible Officer of the Borrower setting forth in
reasonable detail the calculations required to establish whether Banco
Galicia was in compliance with the requirements of this Section at any
given time and certifying as to whether a Default or Event of Default
has occurred and is continuing.






then the Lender shall be entitled to, by written notice to the Borrower, declare that the Term Loan
then outstanding to be immediately due and payable; provided that in the case of any of the
Events of Default described in paragraphs (5) and (6) above with respect to the Borrower, the Term
Loan shall, without any
notice to the Borrower or any other act by any Person, become immediately due and payable; and
provided, further that in the case of an Event of Default as a result of a Change
of Control a payment of US$1,680,000 shall be payable to the Lender. Upon any such declaration of
acceleration, the principal of the Term Loan so accelerated and the interest accrued thereon and
all other amounts payable with respect to such Term Loan shall become and be immediately due and
payable.


 


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ARTICLE VIII




Miscellaneous




SECTION 8.1 Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:




	 	(1)	 	if to the Borrower:







Grupo Financiero Galicia S.A.

Perón 456 2° Floor (C1038AAJ)

Buenos Aires, Argentina

Attention: Pedro Richards — Managing Director / José Luis
Gentile — Financial and
Accounting Manager / Pablo Firvida — VP Investor Relations

Telephone: (54 11) 4331-9183




	 	 	 	with a copy to:







White & Case LLP

1155 Avenue of the Americas

New York, NY 10036

Attention: Tomer Pinkusiewicz, Esq.

Telephone: 212 819 8871; and




	 	(2)	 	if to the Lender (in addition to any notice
sent by mail, a copy of such notice is to be emailed to the address
provided below):







Merrill Lynch International

Treasury Building

Lower Grand Canal Street

Dublin 2

Telephone: 44 (0) 207 106 6302

E-mail: Distr@exchange.uk.ml.com




	 	 	 	with a copy to:







Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Jaime Mercado, Esq.

Telephone: 212-455-2502



 


25









 







(b) Notices and other communications to the Lender hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Lender; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Lender.
The Lender or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or
communications.



(c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by written notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt.



SECTION 8.2 Waivers; Amendments. (a) No failure or delay by the Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Lender under this Agreement are cumulative and are not exclusive of
any rights or remedies that it would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.



(b) Neither this Agreement, nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender.



SECTION 8.3 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Lender and its Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Lender, in connection with the preparation and
administration of this Agreement (whether or not the transactions contemplated hereby or thereby
shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by Lender, including
the reasonable fees, charges and disbursements of any counsel for the Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loan made hereunder, or in connection with any
amendments, modifications or waivers of the provisions hereof, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations (at the relevant time) in
respect of such Term Loan. Any expenses contemplated in clause (i) above shall not at any time
exceed US$150,000 (with the Lender assuming its obligation to pay of any excess amount).



(b) The Borrower shall indemnify the Lender and each Related Party of the Lender (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement or any other Loan Document or the consummation of the transactions contemplated
herein or (ii) any actual claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.


 


26









 





(c) To the extent permitted by applicable law, neither the Borrower nor the Lender shall
assert, and hereby waives, any claim against the other party, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, or the Term Loan or the use of the proceeds thereof.



(d) All amounts due under this Section shall be payable not later than 30 days after written
demand therefore.



SECTION 8.4 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (each, an “Assignee”), except that (i) the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior written consent of
the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) the Lender may not assign or otherwise transfer its rights or obligations
hereunder without the prior written consent of the Borrower provided, however that
such prior consent will not be required if an Event of Default has occurred and is continuing.
Assignments of all or a portion of the Lender’s rights and obligations under this Agreement will be
done by means of Assignment and Assumptions as per the form attached as Exhibit G hereto. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, and their respective Assignees, Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of the Lender) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



(b) The Lender may, without the consent of the Borrower, sell participations to one or more
banks or other entities (each, a “Participant”) in all or a portion of the Lender’s rights
and obligations under this Agreement (including all or a portion of the Term Loan);
provided that (i) the Lender’s obligations under this Agreement shall remain unchanged,
(ii) the Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender
in connection with the Lender’s rights and obligations under this Agreement and the Participant
shall have no rights hereunder. Any agreement or instrument pursuant to which the Lender sells
such a participation shall provide that the Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that the Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver to (A) reduce the
principal amount of the Term Loan or reduce the rate of interest thereon or (B) postpone the
scheduled date of payment of the principal amount of the Term Loan, or any interest thereon, or
reduce the amount of, waive or excuse any such payment. Subject to paragraph (c) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.9 to the
same extent as if it were a Lender and had acquired its interest by assignment. To the extent
permitted by law, each Participant shall also be entitled to the benefits of Section 8.8 as though
it were a Lender.



(c) A Participant shall not be entitled to receive any greater payment under Section 2.9 than
the Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the Borrower’s
prior written consent. In addition, the Borrower shall not be required to compensate both the
Participant and the Lender at the same time.



(d) No Assignee shall be entitled to the benefits of Section 2.9 in excess of the benefits
that the Lender would be entitled to receive thereunder in accordance with the Double Taxation
Treaty between Argentina and the United Kingdom if such Assignee fails to comply with Section
2.9(c).


 


27









 





(e) The Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of the Lender and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release the Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for the Lender as a party hereto.



SECTION 8.5 Survival. All covenants, agreements, representations and warranties made by the
Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered
in connection with or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement and the
making of any Term Loan, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended hereunder, and shall
continue in full force and effect as long as the principal of or any accrued interest on the Term
Loan or any fee or any other amount payable under this Agreement or the other Loan Documents is
outstanding and unpaid. The provisions of Sections 2.9 and 8.3 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Term Loan or the termination of this Agreement or any provision hereof.



SECTION 8.6 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and any separate letter agreements with respect to fees payable to the Lender
constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. From and after the Closing Date, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



SECTION 8.7 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof, and the invalidity, illegality or
unenforceability of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.



SECTION 8.8 Right of Setoff. If an Event of Default shall have occurred and be continuing, the
Lender is hereby authorized, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by the Lender or any of its Affiliates to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower then due and payable
to the Lender under this Agreement, irrespective of whether or not the Lender shall have made any
demand under this Agreement. The rights of the Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which the Lender may have.



SECTION 8.9 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall
be construed in accordance with and governed by the laws of the State of New York.


 


28









 





(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that the Lender may otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any jurisdiction.



(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, 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. To the extent that the Borrower may be
entitled to the benefit of any provision of law requiring the Lender in any suit, action or
proceeding brought in a court of Argentina or other jurisdiction arising out of or in connection
with any Loan Document or the transactions contemplated hereby, to post security for litigation
costs or otherwise post a performance bond or guaranty (“cautio judicatum solvi” or “excepción de
arraigo”), or to take any similar action, the Borrower hereby waives such benefit, in each case to
the fullest extent now or hereafter permitted under the laws of Argentina or, as the case may be,
such other jurisdiction.



(d) The Borrower irrevocably appoints CT Corporation Systems, with an office in New York City
at 111 Eighth Avenue, New York, New York 10011, United States, as its authorized agent on which any
and all legal process may be served in any such action, suit or proceeding brought in the United
States District Court for the Southern District of New York or any New York State court sitting in
New York City. The Borrower agrees that service of process in respect of it upon such agent,
together with written notice of such service, shall be deemed to be effective service of process
upon it in any such action, suit or proceeding. The Borrower agrees that the failure of such agent
to give notice to it of any such service of process shall not impair or affect the validity of such
service or any judgment rendered in any action, suit or proceeding based thereon. If for any
reason such agent shall cease to be available to act as such, the Borrower agrees to designate a
new agent in New York City, on the terms and for the purposes of this Agreement. Nothing herein
shall in any way be deemed to limit the ability to serve any such legal process in any other manner
permitted by law or to obtain jurisdiction over the Borrower or bring actions, suits or proceedings
against it in such other jurisdictions, and in such manner, as may be permitted by applicable law.



(e) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.1. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



SECTION 8.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


29









 





SECTION 8.11 Judgment Currency. The Borrower’s obligations hereunder to make payments in Dollars
shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed
in or converted into any currency other than Dollars, except to the extent that such tender or
recovery results in the effective receipt by the Lender of the full amount of Dollars expressed to
be payable to the Lender under this Agreement. The obligation of the Borrower to make payments in
Dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the
purpose of recovery in Dollars of the amount, if any, by which such actual receipt shall fall short
of the full amount of Dollars expressed to be payable in respect of the principal of and interest
on any Notes and any other amounts due hereunder, and shall not be affected by judgment being
obtained for any other sums due under this Agreement. The Borrower waives the right to invoke any
defense of payment impossibility (including any defense under Section 1198 of the Argentine Civil
Code).



SECTION 8.12 Waiver of Sovereign Immunity. The Borrower, in respect of itself, its property and
assets, hereby irrevocably agrees that, to the extent that the Borrower or any of its property or
assets may hereafter acquire any right of immunity, whether characterized as sovereign immunity or
otherwise, from any legal proceedings, whether in the United States, Argentina or elsewhere, to
enforce or collect upon the Term Loan, this Agreement or any other liability or obligation of the
Borrower of any of its Subsidiaries related to or arising from the transactions contemplated by
this Agreement, including without limitation, immunity from service of process, immunity from
jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and
immunity of any of its property from attachment prior to any entry of judgment, or from attachment
in aid of execution upon a judgment, the Borrower, for itself and on behalf of its Subsidiaries,
hereby expressly waives any such immunity, and agrees not to assert any such right or claim in any
such proceeding, whether in the United States, Argentina or elsewhere.



SECTION 8.13 English Language. This Agreement and all other Loan Documents shall be in the English
language, except as required by Argentine law (in which event certified English translations
thereof shall be provided by the Borrower to the Lender). Except in connection with the
enforcement thereof in Argentina as may be required by Argentine law, any non-English translation
of any Loan Document shall have no legal validity. All documents, certificates, reports or notices
to be delivered or communications to be given or made by any party hereto pursuant to the terms of
any Loan Document shall be in the English language or, if originally written in another language,
shall be accompanied by an accurate English translation upon which the other parties hereto shall
have the right to rely for all purposes of this Agreement and the other Loan Documents.



SECTION 8.14 Headings. Article and Section headings and the Table of Contents used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction
of, or be taken into consideration in interpreting, this Agreement.



SECTION 8.15 Confidentiality. (a) The Lender agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to its Affiliates and
its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority, (iii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any
other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi)
subject to an agreement containing provisions substantially



 


30









 






the same as those of this Section, to (A) any Assignee of or Participant in, or any
prospective Assignee of or Participant in, any of its rights or obligations under this Agreement or
(B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (vii) with the consent of the Borrower or (viii) to
the extent such Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the Lender on a non-confidential basis from a source other
than the Borrower. For the purposes of this Section, “Information” means all information
received from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Lender on a non-confidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower after the
date hereof, such information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.



(b) Notwithstanding anything in this Agreement to the contrary, the Borrower and the Lender
(and any of their respective employees, representatives or other agents) may disclose to any and
all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials of any kind
(including opinions or other tax analyses) that are provided to it relating to such tax treatment
and tax structure. However, any such information relating to the U.S. federal income tax treatment
or tax structure is required to be kept confidential to the extent necessary to comply with any
applicable federal or state securities laws.



[Signatures on following page]



 


31









 





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	GRUPO FINANCIERO GALICIA S.A., as the Borrower

 	 
	 	By:  	/s/ Pedro Richards
 	 
	 	 	Name:  	Pedro Richards 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MERRILL LYNCH INTERNATIONAL, as the Lender

 	 
	 	By:  	/s/ Robert Dinwiddle
 	 
	 	 	Name:  	Robert Dinwiddle 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 


 









 







EXHIBIT A

FORM OF MANDATE LETTER




July 24, 2007




Pedro A. Richards

Grupo Financiero Galicia S.A.

Tte. Gral. J.D. Perón 456, Piso 2

C1038AAJ Buenos Aires

Argentina




Dear Pedro,





1. Offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its
affiliates, “Merrill Lynch”) is pleased to have been granted the exclusive mandate to act as sole
lead manager and/or sole global coordinator/underwriter/bookrunner in connection with any Offering
(as defined below) during a period of two years from the date hereof (or as extended pursuant to
and soley in accordance with Section 7 below). The term “Offering” means any offer and sale by
Grupo Financiero Galicia S.A. (the “Company”) of common shares, preferred shares (which may be
offered in the form of American depositary shares and or global depositary shares), bonds or notes
of the Company, or common shares of Banco de Galicia y Buenos Aires S.A. (the “Bank”) owned by the
Company in an aggregate amount of more than US$10 million (the “Securities). For the purposes of
clarification, this letter agreement does not constitute, and should not be construed as, an
agreement or commitment by or on behalf of Merrill Lynch with respect to the Offering or otherwise
to underwrite, sell or purchase any securities or to enter into any other such transaction; it
being agreed that Merrill Lynch may, in its sole judgment and discretion, determine at any time not
to proceed with the Offering (in which case, Merrill Lynch shall terminate this letter agreement to
the extent provided in, and in accordance with the provisions of, Section 7). Any such agreement
will be made only by the execution by Merrill Lynch of an underwriting, securities purchase or
other applicable type of agreement.



No other entity or person will participate in any Offering as manager, placement agent or
initial purchaser without the mutual agreement of Merrill Lynch and the Company, and the Company
agrees that Merrill Lynch may form a syndicate of investment banks reasonably acceptable to the
Company to act as co-managers in connection with any Offering.



2. Fees and Expenses. The Company shall pay to Merrill Lynch the following fees and
expenses:




	(i)	 	Fees/Underwriting Discounts. Upon the closing of the Offering, the Company shall pay, or
cause to be paid, to Merrill Lynch fees or underwriting discounts, calculated in respect of
the aggregate gross amount of such Offering, in an amount equal to:







	 	a.	 	If the Offering is an equity offering of the Company, or the sale of
common shares of the Bank owned by the Company (as contemplated in the first
paragraph hereof), 2.50% of such aggregate gross amount (the “Base Fee”) plus a
discretionary fee of 1.00% of such aggregate gross amount (the “Discretionary
Fee”). Merrill Lynch participation in the syndicate economics will be at least 80%
of the Base Fee and 100% of the Discretionary Fee, if it were to be paid; or

	 
	 	b.	 	If the Offering is a debt offering:







	 	i.	 	0.75% of such aggregate gross amount, for any
senior debt, subordinated debt or convertible debt of the Company, with
an original maturity equal to or less than 15 years;

	 
	 	ii.	 	1.50% of such aggregate gross amount, for any
senior debt, subordinated debt or convertible debt of the Company, with
an original maturity of more than 15 years but equal to or less than 30
years; and

	 
	 	iii.	 	2.00% of such aggregate gross amount, for any debt
of the Company with an original maturity of over 30 years.






 


Exhibit A - 1









 








	 	 	If, during the Term (as defined in Section 7), the Company conducts an Offering and Merrill
Lynch is not designated as sole lead manager and/or sole global
coordinator/underwriter/bookrunner in connection with such Offering, as contemplated
hereunder, Merrill Lynch shall be entitled to receive, and you agree to pay or cause to be
paid to Merrill Lynch, a fee upon the closing of such Offering equal to the fee that would
have been paid to Merrill Lynch in respect to the Offering pursuant to the terms hereof.

	 
	(ii)	 	Reimbursement of Expenses. All reasonable costs and expenses associated with the
Offering will be for the account of the Company, whether or not the Offering is
consummated, and will be reimbursed promptly upon request to Merrill Lynch, subject to
customary exclusions and fee caps to be agreed by the parties at the relevant underwriting
or purchase agreement. These expenses may include, but will not be limited to, expenses
relating to the preparations, printing and delivery of any offering materials and
registration statement (if any) for the Offering, and trustee, depositary, fiscal agent,
transfer agent or registrar’s fees, listing or filing fees, roadshow expenses, and the fees
and expenses of accountants, rating agencies, and legal counsel to the Company, and the
managers (if any).

	 
	(iii)	 	Payments in U.S. Dollars. The Company will pay to Merrill Lynch the fees and expenses
referred to in this letter agreement and any other amounts due hereunder in U.S. dollars in
same day funds through a money transfer to an account to be designated in writing by
Merrill Lynch.







All fees and expenses should be payable to Merrill Lynch net of all applicable
withholding and similar taxes (other than any withholding or taxes payable in respect of the
net income, net profits or similar franchise taxes of Merrill Lynch).



3. Information. The Company shall furnish, or arrange to have furnished to, Merrill Lynch,
all information that is required to be disclosed in any registration statement, prospectus,
offering memorandum or other offering materials related to the Offering, or is material in the
context of the Offering and all financial and other information concerning the Company that Merrill
Lynch believes appropriate to its engagement (all such information so furnished being the
“Information”). Merrill Lynch (a) will use and rely on the accuracy and completeness of the
Information supplied or otherwise made available to Merrill Lynch by the Company, discussed with or
reviewed by or for Merrill Lynch by the Company or publicly available without having any obligation
to independently verify the same, (b) does not assume responsibility for the accuracy or
completeness of the Information, and (c) with respect to any financial forecasts that may be
furnished to or discussed with Merrill Lynch by the Company, will assume that they have been
prepared in good faith and represent reasonable estimates and judgments of the Company’s management
at the time prepared. The Company will notify Merrill Lynch promptly if any information previously
provided becomes inaccurate or is required to be updated.



4. Indemnity. The Company agrees to the provisions with respect to the indemnification of
Merrill Lynch and the other matters set forth in Annex A. Annex A is incorporated by reference in
its entirety into this letter agreement.



5. Independent Contractors. In its capacity hereunder, Merrill Lynch shall act as
independent contractor, and any duties of Merrill Lynch arising out of its engagement pursuant to
this letter agreement shall be owed solely to the Company.



6. Public Announcements: Merrill Lynch may, after consummation of the Offering, and after
such Offering has been made public or communicated to the relevant authorities by the Company, at
its option and expense, place an announcement in such newspapers, periodicals and electronic media
as it may choose, stating that Merrill Lynch has acted as the lead manager and sole
underwriter/bookrunner to the Company in connection with any Offering. The Company agrees that
except as required by applicable law or regulation or any governmental agency or authority, any
reference to Merrill Lynch or the fees payable to Merrill Lynch in any offering circular,
registration statement or other disclosure document, or in any press release or other document or
communication, is subject to prior approval by Merrill Lynch.



7. Term and Termination. The appointment of Merrill Lynch hereunder may be terminated by
Merrill Lynch at any time upon written notice thereof to that effect, and by the Company only for
“cause” upon written notice to that effect to Merrill Lynch. In all cases this agreement shall
expire on July 24, 2009 (with the period from the date hereof to July 24, 2009 hereunder referred
to as the “Term”), provided however that if the term loan to be provided by Merrill Lynch to the
Company on or about July 26, 2007 (the “Term Loan”) is repaid by any means other than an equity
offering led by Merrill Lynch, the Term of this letter agreement shall be extended for two
additional years from the date the Term Loan is repaid in full. For purposes of this letter
agreement, the Company shall have “cause” to terminate Merrill Lynch’s engagement under this letter
agreement solely if Merrill Lynch is negligent or acts with willful misconduct in the performance
of its obligations hereunder. It being understood that the provisions of Sections 2 (Fees and
Expenses), 4 (Indemnity), 7 (Term and Termination), and 9 (Miscellaneous) shall survive any
termination of this letter agreement.


 


Exhibit A - 2









 





8. Acknowledgements. Merrill Lynch is not, and does not hold itself out to be, an advisor
as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company shall each
consult with its own advisors
concerning such matters and shall be responsible for making its own independent investigation and
appraisal of the risks, benefits and suitability of the transactions contemplated by this letter
agreement, and Merrill Lynch shall have no responsibility or liability to the Company with respect
thereto.



9. Miscellaneous. No waiver, amendment or other modification of this letter agreement shall
be effective unless in writing and signed by each party to be bound thereby. This letter agreement
shall inure to the benefit of and be binding on the Company, Merrill Lynch and their respective
successors.



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



This letter agreement shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York.



Each of Merrill Lynch and the Company waive all right to trial by jury in any action,
proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising
out of this letter agreement.



Each party hereto waives to the fullest extent permitted by applicable law, all immunity
(whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and
after judgment and execution to which it might otherwise be entitled in any action or proceeding in
courts of any country or jurisdiction, relating in any way to this letter agreement or the Offering
and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect
of any such action or proceeding.



Please confirm that the foregoing correctly sets forth our agreement by signing and returning
to Merrill Lynch the enclosed duplicate copy of this letter agreement.



Very truly yours,



	 	 	 	 	 
	 	MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and Agreed

to as of the date first

written above





GRUPO FINANCIERO GALICIA S.A.



	 	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





 


Exhibit A - 3









 





ANNEX A




The Company agrees to indemnify and hold harmless Merrill Lynch, and its directors, officers,
employees, agents and controlling persons (Merrill Lynch and each such person being an “Indemnified
Party”) from and against any and all losses, claims, damages and liabilities and reasonable
expenses, joint or several, to which such Indemnified Party may become subject under any applicable
law or otherwise, and related to, arising out of or in connection with any matters contemplated
hereby, and will reimburse any Indemnified Party for all reasonable expenses (including reasonable
counsel fees and expenses) as they are incurred by an Indemnified Party in connection with the
investigation of, preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not
such claim, action or proceeding is initiated or brought by or on behalf of the Company. The
Company will not be liable for any of the losses, claims, damages, liabilities and expenses
contemplated above to the extent that any loss, claim, damage, liability or expense is found in a
final judgment by a court of competent jurisdiction to have resulted from Merrill Lynch’s bad
faith, willful misconduct or gross negligence; provided, however, that the Company shall not be
required to indemnify Merrill Lynch for any expense previously paid by the Company pursuant to
Section 2 of this letter agreement. No Indemnified Party shall have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors
related to, arising out of or in connection with, the engagement of Merrill Lynch pursuant to, or
the performance by Merrill Lynch of the services contemplated by, this letter agreement except to
the extent that any loss, claim, damage or liability is found in a final judgment by a court of
competent jurisdiction to have resulted from Merrill Lynch’s bad faith, willful misconduct or gross
negligence. The Company shall not be required to reimburse any Indemnified Party for any
consequential or indirect losses or damages or for any loss of opportunity, loss of profits or loss
of income.



The Company agrees that, without Merrill Lynch’s prior written consent, it will not settle,
compromise or consent to the entry of any judgment in any pending or threatened claim, action or
proceeding in respect of which indemnification could be sought under the indemnification provision
of this letter agreement (whether or not Merrill Lynch or any other Indemnified Party is an actual
or potential party to such claim, action or proceeding), unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Party from all liability arising out
of such claim, action or proceeding and does not include a statement as to or an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Party.



The Company agrees to indemnify Merrill Lynch against any loss incurred by Merrill Lynch as a
result of any judgment or order being given or made for any amount due hereunder and such judgment
or order being expressed and paid in a currency (the “Judgment Currency”) other than United States
dollars and as a result of any variation as between (i) the rate of exchange at which the United
States dollar amount is converted into the Judgment Currency for the purpose of such judgment or
order, and (ii) the rate of exchange at which Merrill Lynch is able to purchase United States
dollars with the amount of the Judgment Currency actually received by Merrill Lynch acting promptly
following such receipt. The foregoing indemnity shall constitute a separate and independent
obligation of the Company and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term “rate of exchange” shall include any reasonable premiums
and costs of exchange payable in connection with the purchase of, or conversion into, the relevant
currency.




 


Exhibit A - 4









 







EXHIBIT B

FORM OF CLOSING CERTIFICATE




GRUPO FINANCIERO GALICIA S.A.




July 24, 2007




(a) Reference is hereby made to that certain Loan Agreement dated as of July 24, 2007 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”) between GRUPO FINANCIERO GALICIA S.A., a sociedad anónima organized under the laws of
the Republic of Argentina (the “Borrower”) and MERRILL LYNCH INTERNATIONAL, as Lender. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Loan Agreement.



The undersigned [name of officer], [title] of the Borrower, solely in his capacity as [title]
of the Borrower and not individually, hereby certifies as follows:



(b) The representations and warranties made by the Borrower in each of the Loan Documents, in
each case as they relate to the Borrower on the date hereof, are true and correct in all material
respects on and as of the date hereof and immediately after giving effect to the application of the
proceeds disbursed under the Loan Agreement with the same force and effect as if made on and as of
such date (except for any representations and warranties that are made as of a specified date, in
which case, such representation and warranty shall be true and correct in all material respects as
of such specified date);




(c) No Default or Event of Default has occurred and is continuing as of the date hereof;



(d) The Borrower is a corporation duly organized, validly existing and in good standing under
the laws of the Republic of Argentina;



(e) Attached hereto as Exhibit A is a true, complete and correct copy of the
resolution(s) duly adopted by the Board of Directors of the Borrower on July •, 2007 authorizing
(i) the execution, delivery and performance by the Borrower of the Loan Documents (and any
agreements relating thereto) to which it is a party and (ii) the extensions of credit contemplated
by the Loan Agreement; such resolution(s) have not in any way been amended, modified, revoked or
rescinded and have been in full force and effect since their adoption to and including the date
hereof and are now in full force and effect, and have been duly and validly passed at properly
convened meetings in accordance with the applicable law, the Borrower’s by-laws and other rules and
requirements applicable thereto, duly qualified quorums and majorities of members voted in favor of
such resolution(s); and such resolution(s) are the only corporate proceedings of the Borrower now
in force relating to or affecting the matters referred to therein and are true and correct copies
of the Power(s) of Attorney, dated July •, 2007, granted to the persons authorized to execute the
Loan Documents on behalf of the Borrower pursuant to the resolution(s) of the Board of Directors of
the Borrower referred to in (1) above; in each case of (1) and (2)notarized by an Argentine notary
public. Such resolution(s) and Power of Attorney have not in any way been amended, anulled,
revoked, modified or rescinded since their adoption and remain in full force and effect on the date
hereof.




 


Exhibit B - 1









 







(f) Attached hereto as Exhibit B is a true and complete copy of the by-laws (estatutos
sociales) of the Borrower, as registered with the Public Registry of Commerce of the City of Buenos
Aires (Inspección General de Justicia) on •, together with all amendments thereto adopted
through the date hereof and, in each case, together with the registration certificates issued
by the Public Registry of Commerce (collectively, the “Constitutive Documents”). The
Constitutive Documents are in full force and effect on the date hereof, have not, as of the date
hereof, been further amended and the shareholders of the Borrower have not, as of the date hereof,
passed, confirmed or consented to any other amendments to, or modifications of, the Constitutive
Documents.



(g) Each of the persons who, as attorney-in-fact of the Borrower, executed and delivered each
of the Loan Documents on behalf of the Borrower is now and was at the respective times of such
signing or delivery, a duly appointed and acting attorney-in-fact of the Borrower, and a specimen
of the genuine signatures of each such person appears in Exhibit C attached hereto.




 


Exhibit B - 2









 







EXHIBIT C

FORM OF OPINION OF U.S. COUNSEL TO THE BORROWER




July 24, 2007




Merrill Lynch International

Treasury Building

Lower Grand Canal Street

Dublin 2

Telecopy: 44 (0) 207 106 6302

as Lender in respect of

the Loan Agreement

referred to below




Ladies and Gentlemen:



We have acted as special United States counsel to GRUPO FINANCIERO GALICIA S.A.
(“Borrower”), a sociedad anónima organized under the laws of the Republic of Argentina, in
connection with that certain Loan Agreement, dated as of July 24, 2007 (the “Loan
Agreement”), entered into between the Borrower and Merrill Lynch International, as Lender.
This opinion letter is delivered to each of you pursuant to Section 4.1(7) of the Loan Agreement.
All capitalized terms used herein and not otherwise defined herein shall have the respective
meanings assigned to such terms in the Loan Agreement.



In so acting, we have examined originals (or copies thereof, certified to our satisfaction) of
the Loan Agreement, such certificates of public officials and certificates of officers of the
Borrower, such corporate documents and records of the Borrower, together with such other documents,
records and papers as we have deemed relevant to give the opinions hereinafter set forth.



In our examination, we have assumed the genuineness of signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition,
we have relied upon certificates of governmental officials and appropriate representatives of the
Borrower and upon representations made in or pursuant to the Loan Agreement with respect to the
accuracy of factual matters contained therein that were not independently established.




In rendering the opinions expressed below, we have also assumed that:




	 	(i)	 	all authorizations, approvals or consents of, and all filings or registrations
with, any governmental or regulatory authority or agency required under any law (other
than, and only as to, the Borrower, the laws of the State of New York and the federal
laws of the United States) for the execution, delivery and performance of the Loan
Agreement and any other Loan Document have been obtained or effected and are in full
force and effect;

	 
	 	(ii)	 	the Loan Agreement and each of the other Loan Documents (a) have been duly
authorized, executed and delivered by, and (b) constitute the legal, valid, binding and
enforceable obligations of, all of the parties thereto under all applicable law
(except, with respect to the assumption set forth in clause (b) herein to the extent
(and only to the extent) set forth in the opinions below as to the Borrower with regard
to the federal laws of the United States and the laws of the State of New York);






 


Exhibit C - 1









 








	 	(iii)	 	all signatories to the Loan Agreement and each of the other Loan Documents
have been duly authorized;

	 
	 	(iv)	 	each of the parties to the Loan Agreement and any other Loan Document is duly
organized and validly existing under the laws of its respective jurisdiction of
incorporation or organization and has the corporate power and authority to execute,
deliver and perform its obligations under the Loan Agreement and each of the other Loan
Documents;

	 
	 	(v)	 	the execution, delivery and performance by the Borrower of the Loan Agreement
and each other Loan Document does not (x) contravene the Borrower’s estatuto social
(bylaws) or similar organizational documents or (y) violate, or require the consent not
obtained under, any agreement or instrument applicable to or binding upon the Borrower;

	 
	 	(vi)	 	the Borrower is not an “investment company” as defined in the U.S. Investment
Borrower Act of 1940, as amended; and

	 
	 	(vii)	 	for purposes of our opinions set forth below that, with respect to each party
to the Loan Agreement and each of the other Loan Documents, each party is in compliance
with all laws and regulations pertaining to the regulation of banks, trustees,
fiduciaries or other financial institutions or affiliates of any thereof.






Based upon and subject to the foregoing and subject also to the qualifications and limitations
set forth below, and having considered such questions of law as we have deemed necessary as a basis
for the opinions expressed below, we are of the opinion that:



1. The Loan Agreement constitutes the valid and binding obligation of the Borrower,
enforceable against it in accordance with its terms, except as may be limited by bankruptcy,
reorganization, insolvency, fraudulent conveyance or transfer, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general equity principles
(regardless whether considered in a proceeding of equity or law).



2. No consent, approval, authorization or order of any U.S. federal or New York state court or
governmental agency or regulatory body is required for the execution and delivery by the Borrower
of the Loan Agreement, the consummation of the financing contemplated by the Loan Agreement or the
performance by the Borrower of its payment obligations in respect of the Term Loan.



3. The execution and delivery by the Borrower of the Loan Agreement, or the compliance by it
with the terms and provisions thereof will not result in a breach or violation of, or constitute a
default under, any U.S. federal or New York state law or any rule or regulation thereunder that in
our experience is normally applicable to general business corporations in relation to the
financings contemplated by the Loan Agreement.



4. Under the laws of the State of New York relating to submission of jurisdiction, the
Borrower has, pursuant to the Loan Agreement, validly and irrevocably submitted to the
non-exclusive jurisdiction of any state or federal court in the County of New York, State of New
York, United States of America, in connection with any proceeding arising out of or related to the
Loan Agreement. The Borrower has validly appointed CT Corporation, located at 111 Eighth Avenue,
New York, NY 10011, U.S.A., as its authorized agent for the purposes described in the Loan
Agreement, and service of process effected on such agent in the manner set forth in the Loan
Agreement will be effective to confer valid personal jurisdiction over the Borrower in any such
action.



Our opinions are subject to the following qualifications:


 


Exhibit C - 2









 





We do not express or purport to express any opinion with respect to, or to the effect of any,
laws other than the laws of the state of New York and the federal laws of the United States.
Accordingly, as to all matters governed by the laws of Argentina involved in our opinion and the
other matters set forth above, we have relied, without independent investigation, upon the opinions
of [the law firm of [_____]], dated the date hereof, a copy of which is being delivered to
each of you concurrently herewith.



(a) We express no opinion as to (i) the legal or regulatory status or the nature of the
business of any party to the Loan Agreement or the transactions contemplated thereby, or (ii) the
validity, binding effect or enforceability of any indemnification or limitation of liability under
the Loan Agreement, to the extent that such indemnification or limitation of liability involves
gross negligence, recklessness or willful or unlawful conduct, or contravenes any law or public
policy.



(b) We call to your attention that courts located in New York could decline to hear a case on
grounds of forum non-conveniens and we express no opinion as to any waiver
of rights to assert the applicability of forum non-conveniens doctrine.



(c) We call to your attention that (i) effective enforcement of a claim denominated in foreign
currency may be limited by requirements that the claim (or a judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a specified date and (ii) we
express no opinion as to whether a federal or state court would award a judgment in a currency
other than U.S. dollars.



(d) Our opinion with respect to the enforceability of the choice of law provisions in the Loan
Agreement is rendered in reliance upon the Act of July 19, 1984, ch. 421, 1984 McKinney’s Sess. Law
of N.Y. 1406 (codified as N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 1989) and N.Y. CPLR
327(b) (McKinney (1990)) and is subject to the qualifications that their enforceability may be
limited by public policy considerations of any jurisdiction, other than the courts of the State of
New York, in which enforcement of such provisions, or of a judgment upon an agreement containing
such provisions, is sought. Furthermore, we note that if a state has no, or only an insignificant,
contact with the parties and the transaction, the application of its laws to such transaction may
raise constitutional issues.



(e) We express no opinion as to the submission by the Borrower contained in the Loan Agreement
to the jurisdiction of any court other than the Supreme Court of the State of New York, New York
County.



(f) We call to your attention that, in view of the Borrower being a non-U.S. person, the
foregoing opinions are qualified by the possible judicial application, for reasons of comity or
otherwise, of foreign laws or governmental actions affecting the enforecement of creditors’ rights.



We assume no obligation to advise any of you of any changes that may occur subsequent to the
date of this opinion.



This opinion letter is provided to you in our capacity as special United States counsel to the
Borrower and is solely for your benefit. This opinion letter may not be relied upon by any other
Person for any purpose without, in each instance, our prior written consent.



Very truly yours,



 


Exhibit C - 3









 





EXHIBIT D

FORM OF OPINION OF ARGENTINE COUNSEL TO THE BORROWER




July 24, 2007




Merrill Lynch International

Treasury Building

Lower Grand Canal Street

Dublin 2

Telecopy: 44 (0) 207 106 6302

as Lender in respect of

the Loan Agreement

referred to below




Ladies and Gentlemen:



We have acted as special argentine counsel to GRUPO FINANCIERO GALICIA S.A.
(“Borrower”), a sociedad anónima organized under the laws of the Republic of Argentina
(“Argentina”, in connection with that certain Loan Agreement, dated as of July 23, 2007
(the “Loan Agreement”), entered into between the Borrower and Merrill Lynch International,
as Lender. This opinion letter is delivered to you pursuant to Section 4.1(6) of the Loan
Agreement. All capitalized terms used herein and not otherwise defined shall have the respective
meanings ascribed to such terms in the Loan Agreement.



For the purpose of furnishing this letter, we have examined and/or relied upon copies of the
following documents:




	 	a.	 	an executed copy of each of the Loan Agreement and the Argentine Notes;

	 
	 	b.	 	a certified copy of the by-laws, in force as of the date hereof, of the
Borrower,

	 
	 	c.	 	an executed copy of the Borrower’s minutes of the Board of Directors, dated as
of [23 July 2007], which approved the Loan Agreement and each of the Loan Documents;
and

	 
	 	d.	 	originals, photostatic copies or copies authenticated to our satisfaction of
such documents, agreements and instruments and such matters of law as we have deemed
necessary or appropriate in connection with the opinions hereinafter expressed.






We have not made any investigation of the laws of any jurisdiction other than Argentina and
this letter is furnished solely in respect of the matters of Argentine laws as at the date hereof
and not in respect of any other law. In particular we have made no independent investigation of
the laws of the State of New York and we do not express or imply any opinion on such laws.



In our examination, and in rendering the opinions expressed below, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies, the due authority of
the parties thereto (other than the Borrower) and the validity and enforceability of such documents
executed under the law of any jurisdiction other than Argentina.



Based on the above assumptions and subject to the qualifications set out below, we are of the
opinion that:



(i) The Borrower has been duly incorporated and is validly existing and in good standing as a
sociedad anónima organized under the laws of the Republic of Argentina, with full power and
authority
to conduct its business as described in the Loan Agreement and has legal capacity and, the
Board has all requisite corporate power and authority, to execute, deliver and perform its
obligations under each loan document;




 


Exhibit D - 1









 







(ii) Each Significant Subsidiary has been duly incorporated and is validly existing and in
good standing organized under the laws of the Republic of Argentina with full power and authority
to conduct its business as described in the Loan Agreement or any other Loan Document;



(iii) Each of the Loan Documents to which the Borrower is a party has been duly authorized,
executed and delivered by the Borrower and constitutes legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms;



(iv) Each of the Loan Documents is in proper legal form under the laws of Argentina for the
enforcement thereof in accordance with its terms against the Borrower in Argentina (assuming, in
the case of the documents governed by the laws of the State of New York, their validity and
enforceability in accordance with their terms under such laws), and to ensure the legality,
validity, enforceability and admissibility in evidence of each Loan Document in Argentina, it is
not necessary that any such Loan Document be filed or recorded with any court or other governmental
authority in Argentina or that any stamp, registration or similar transaction tax be paid on or in
respect of any such Loan Document to any governmental authority in Argentina, provided however,
that documents in English are translated into Spanish by a Public Translator admitted in Argentina;



(v) No consent, approval, authorization or order of, or filing with, any Argentine
governmental agency or regulatory commission, board, authority, agency, body or court is required
for the execution and delivery or performance of the Loan Documents and the consummation or
enforcement of the transactions contemplated therein , provided however that the foreign exchange
regulations and registrations, as set forth in Section 3.4 of the Loan Agreement have to be
complied with;



(vi) The execution, delivery and performance of the Loan Agreement, the Argentine Notes or any
other Loan Document will not result in a breach or violation by the Borrower or any Significant
Subsidiary of any of the terms and provisions of, or constitute a default under, (a) any Argentine
statute, any rule, regulation or order of any Argentine governmental agency or body or any court
having jurisdiction over the Borrower or any of its properties, (b) any agreement or instrument to
which the Borrower or any Significant Subsidiary is a party or (c) the by-laws or equivalent
constitutive documents of the Borrower or any Significant Subsidiary;



(vii) The Argentine Notes, executed or to be executed by the Borrower, meet or will meet, as
the case may be, the requirements to be considered as pagarés in accordance with Argentine Decree
No.5965/63 and, consequently, summary executory proceedings (juicio ejecutivo) may be brought
before judicial courts in Argentina in respect thereof in the event the Borrower fails to perform
its payment obligations in accordance with the terms provided thereunder.



(viii) No stamp, issue, registration, documentary or other similar taxes and duties, and no
other capital gains, income, withholding or other taxes are payable in Argentina on or in
connection with the execution, delivery or performance of the Loan Agreement, or on any payment to
be made by the Borrower to the Lender under the Loan Agreement, except that (a) all payments of
interest made by the Borrower are subject to withholding on account of Argentine Income Tax at
different rates, which, in the case of the Lender, in accordance with the Double Taxation Treaty
between Argentina and the United Kingdom, as long as the Lender is subject to it, is 12 %, provided
that the requirements set forth under General Resolution 3497, as amended, are met; and (b) all
payments, including payments of principal and of interest, if made into a bank account in
Argentina, are subject to the tax on debits and credits.


 


Exhibit D - 2









 





(ix) The choice of laws of the State of New York as the governing law of the Loan Agreement is
a valid choice of law under the laws of Argentina, and the Argentine courts will recognize the
choice of New York state law as the governing law of the Loan Agreement;



(x) The Borrower has the power to submit, and has legally, validly, effectively and
irrevocably submitted, to the non-exclusive jurisdiction of any New York court, and has the power
to designate, and has appointed and empowered CT Corporation, located at 111 Eighth Avenue, New
York, NY 10011, U.S.A., as its agent for service of process (the “Authorized Agent”) in any
suit or proceeding based on or arising under the Loan Agreement in any New York court; the
irrevocable submission of the Borrower to the non-exclusive jurisdiction of the New York courts and
the waivers by it of any immunity and any objection to the venue of the proceeding in a New York
court in the Loan Agreement is legal, valid and binding under the laws of Argentina and we have no
reason to believe that the courts of Argentina would not give effect to the submission and waivers;
service of process in the manner set forth in the Loan Agreement will be effective to confer valid
personal jurisdiction over the Borrower under the laws of Argentina; and the courts in Argentina
will recognize as valid and final, and will enforce any final and conclusive judgment against the
Borrower obtained in a New York court arising out of or in relation to the obligations of the
Borrower under the Loan Agreement;



(xi) Neither the Borrower nor any Significant Subsidiary is (a) in violation of its by-laws or
equivalent constitutive documents, (b) is in default in any material respect, and no event has
occurred which, with notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any material term, covenant or condition contained in any agreement or
instrument governed to which it is a party or by which it is bound or to which any of its property
or assets is subject, or (c) is in violation of any Argentine statute, any rule, regulation or
order of any Argentine governmental agency or body or any court having jurisdiction over it or any
of its property or assets, except, in the case of clause (c) above, for such violations which would
not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect;



(xii) Neither the Borrower nor any Significant Subsidiary is the object of any ongoing
bankruptcy, insolvency, liquidation, reorganization, “concurso preventivo” or other related
insolvency proceeding (including out-of-court agreements and “acuerdos preventivos
extrajudiciales") in any court of any jurisdiction in which their ownership, lease or operation of
property or the conduct of its business are located, nor have they petitioned or sought consent for
a plan of reorganization, receivership or liquidation; and



(xiii) As of the date hereof, the Argentine Central Bank has not ordered any temporary, total
or partial suspension of the activities of Banco de Galicia y Buenos Aires S.A. pursuant to Article
49 of the charter of the Argentine Central Bank or a reorganization of Banco de Galicia y Buenos
Aires S.A. pursuant to Article 35bis of Argentine Law No. 21,526, as amended, or a “plan de
regularización y saneamiento” of Banco de Galicia y Buenos Aires S.A. pursuant to Article 34 of
Argentine Law No. 21,526, as amended.



In rendering our opinion as to the matters of fact, we rely on certificates of responsible
officers of the Borrower and on representations made by the Borrower.



This letter is being furnished by us, as Argentine counsel to the Borrower, solely for your
benefit in connection with the Loan Agreement, and is not to be used, circulated, quoted, relied
upon or otherwise referred to for any purpose or by any other person.



Very truly yours,





 


Exhibit D - 3









 







EXHIBIT E-1

FORM OF ARGENTINE NOTE




Ciudad de Buenos Aires, [__] de [__] de 2007.




Por U$S [____].-




POR
VALOR RECIBIDO, GRUPO FINANCIERO GALICIA S.A. (el “Librador”), con domicilio en
[_____], Ciudad
de Buenos Aires, República Argentina (“Argentina”),
pagará incondicionalmente a [Name of Lender],
en sus oficinas sitas en [_____], sin protesto, no a la
orden y a la vista la suma de U$S [_____]
(dólares estadounidenses billete [_____]).
Dicho pago se realizará indefectiblemente en dólares
estadounidenses billete (cláusula de pago efectivo en moneda extranjera, artículo 44, tercer
párrafo, del decreto-ley 5.965/63 de la Argentina).



En caso de falta de pago a la fecha de presentación de este Pagaré, el Librador incurrirá en mora
de pleno derecho, sin necesidad de interpelación previa alguna, y el monto adeudado bajo el
presente Pagaré devengará un interés punitorio
del [_____]% ([por ciento]) nominal anual hasta la
fecha del efectivo pago.



En caso de mora, los intereses punitorios se capitalizarán mensualmente y serán considerados a
partir de dicha capitalización como capital a todos los efectos que pudieran corresponder.



Se
deja ampliado el plazo para la presentación de este Pagaré para su pago a
[_____(__)] años desde
la fecha del libramiento del presente. El presente Pagaré sólo se considerará pagado cuando el
tenedor reciba en el lugar de pago previsto en el presente la suma de dólares estadounidenses
billete arriba señalada. El Librador renuncia en forma incondicional e irrevocable a invocar la
teoría de la imprevisión y onerosidad sobreviniente (Artículo 1198, párrafo segundo, del Código
Civil de la Argentina).



Todos los montos adeudados en virtud del presente Pagaré serán pagados libres de, y sin deducciones
por, impuestos, tasas, gastos, derechos, y/o retenciones, presente o futuros, de cualquier
naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de la Argentina, o impuestos
cobrados por cualquier autoridad impositiva de la Argentina. En caso de ser aplicable algún
impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado
exclusivamente por el Librador.



El presente Pagaré se regirá y deberá ser interpretado por las leyes de la República Argentina. A
todos los efectos derivados del presente Pagaré, el Librador se somete irrevocable, firme e
incondicionalmente a la jurisdicción y competencia de los Tribunales Ordinarios en lo Comercial de
la Ciudad de Buenos Aires, renunciando a cualquier otro fuero o jurisdicción que pudiera
corresponder. El Librador renuncia a oponer la excepción de arraigo prevista en el Artículo 348 del
Código Procesal Civil y Comercial de la Nación



A efectos de la notificación de cualquier acción o reclamo iniciado por el tenedor contra el
Librador con motivo de este Pagaré, su validez, interpretación, cumplimiento y/o incumplimiento, y
para cualesquiera otros efectos derivados de este Pagaré, el Librador constituye domicilio en
[_____], Ciudad de Buenos Aires, Argentina.




Por GRUPO FINANCIERO GALICIA S.A.




Nombre:

Cargo:




Nombre:

Cargo:


 


Exhibit E-1 - 1









 





Translation for Informational Purposes Only




City of Buenos Aires, [______].




US$ [______]




FOR VALUE
RECEIVED, GRUPO FINANCIERO GALICIA S.A. (the “Issuer”), domiciled at
[_____], City of
Buenos Aires, Argentina shall unconditionally pay to [_____], upon demand, not to the order (second
paragraph of Article 12 of Decree-Law No. 5965/63 of the Republic of Argentina) and without
protest, at its offices located at [_____], the principal amount of US$ [_____] (US Dollar bills
[_____]), which payment shall only be made in US Dollar bills (clause of payment in foreign
currency, article 44, third paragraph of Decree 5,965/63).



Upon failure to make payment on the date of presentment of this Note, the Issuer will incur in
default and the amount payable hereunder shall accrue default interest at a rate of [_____]%
([_____] per
cent) per annum to the date of actual payment. In the event of default, default interest shall be
capitalized on a monthly basis and shall thereafter become principal amount for all purposes as may
apply.



Presentment of this
Note for payment is extended to [_____(_____)] from the date of issuance hereof.
This Note shall not be deemed paid unless the holder hereof shall have received at the place for
payment specified herein the amount of US Dollars first above mentioned. The Issuer hereby
unconditionally and irrevocably waives the right to plead the theory of unforseeability and
subsequent overwhelming hardship.(Section 1198, second paragraph, Argentine Civil Code).



All amounts due hereunder shall be paid free and clear of, and without any deduction for, any
Argentine present or future tax, assessment, expense, duty, and/or withholding whatsoever, whether
federal or provincial, or any tax levied by any Argentine tax authority. If any such tax,
assessment, charge, expense and/or withholding should apply, it shall be borne exclusively by the
Issuer.



This Note shall be governed by, and construed in accordance with, the law of Argentina. The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the
jurisdiction of the Commercial Courts of the City of Buenos Aires and hereby irrevocably and
unconditionally waives any right it may have to submit to any other jurisdiction. The Issuer
hereby waives the benefit to request the posting of security for litigation costs or otherwise the
posting of a performance bond or guaranty (“cautio judicatum solvi” or “excepción de arraigo”).



For purposes of giving notice of any action or claimed filed by the holder against the Issuer in
connection with this Note, its validity, construance, performance, and/or default, and for any
other purpose arising hereunder, the Issuer establishes its domicile at [_____] City of Buenos
Aires, Argentina.



By GRUPO FINANCIERO GALICIA S.A.





Name:

Title:




Name:

Title:




 


Exhibit E-1 - 2









 







EXHIBIT E-2

FORM OF U.S. NOTE




			
	 	 	 
	US$[_____]
	 	Dated: _____ 







New York, New York




FOR VALUE RECEIVED, the undersigned, GRUPO FINANCIERO GALICIA S.A., a sociedad anónima
organized under the laws of the Republic of Argentina (the “Borrower”), HEREBY PROMISES TO PAY to
the order of [_____], as Lender (the “Lender”) for the account of its Lending Office (as
defined in the Agreement referred to below), the principal amount of US$[_____] pursuant to the
terms of the Loan Agreement dated as of July •, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Agreement”; terms defined therein,
unless otherwise defined herein, being used herein as therein defined).



The Borrower promises to pay interest on the unpaid principal amount of the Lender’s Loan from
the date of such Loan until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Agreement.



Both principal and interest are payable in lawful money of the United States of America to
[_____], as Lender. The amount of the Loan owing to the Lender by the Borrower from time to time
and the maturity thereof, and all payments made on account of principal thereof, shall be recorded
by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is
part of this U.S. Note; provided, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower under this U.S. Note.



This U.S. Note is one of the Notes referred to in, and is entitled to the benefits of, the
Agreement. The Agreement, among other things, (i) provides for the Loan to be deemed to have been
made by the Lender to the Borrower in an amount not to exceed the U.S. Dollar amount above
mentioned, the indebtedness of the Borrower resulting from such Loan being evidenced by this U.S.
Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of
certain stated events upon the terms and conditions therein specified.



The Borrower waives diligence, presentment, protest, demand and notice of every kind and, to
the full extent permitted by law, the right to plead any statute of limitations as a defense to any
demand hereunder.



This U.S. Note shall be governed by, and construed in accordance with, the law of the State of
New York.



 


Exhibit E-2 - 1









 







IN WITNESS WHEREOF, the Borrower has caused this U.S. Note to be duly executed and delivered
as of the date and year first above written.



	 	 	 	 	 
	 	GRUPO FINANCIERO GALICIA S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


Exhibit E-2 - 2









 







EXHIBIT F

FORM OF DRAWDOWN NOTICE





			
	From:	 	Grupo Financiero Galicia S.A. (“Borrower”)







			
	To:	 	Merrill Lynch International (“Lender”)







			
	Dated:	 	July 24, 2007






US$80,000,000 Loan Agreement, dated as of July 24, 2007, between the Borrower and the Lender

(the “Loan Agreement”)




Dear Sirs,





	1.	 	We hereby make reference to the Loan Agreement. This is the notice contemplated in Section
2.3 of the Loan Agreement (this “Drawdown Notice”). Capitalized terms used herein but not
otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

	 
	2.	 	We wish to borrow the Term Loan on the following terms:







Proposed Drawdown Date: July 26, 2007




Currency of Term Loan: Dollars




Amount: US$80,000,000




	3.	 	We confirm that each condition specified in clause 4.1 (Conditions to Closing Date) will be
satisfied as of the Drawdown Date.

	 
	4.	 	The proceeds of the Term Loan should be credited as follows: Account #: 2000192005801,
Account Name: Banco Galicia Tesorería, Bank: Wachovia Bank N.A. NY, Swift Code: PNBPUS3NNYC.

	 
	5.	 	This Drawdown Notice is irrevocable.






Yours faithfully




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


Exhibit F - 1









 







EXHIBIT G

FORM OF ASSIGNMENT AND ASSUMPTION





Reference is made to that certain Loan Agreement dated as of July •, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; the terms
defined therein, unless otherwise defined herein, being used herein as therein defined) between
GRUPO FINANCIERO GALICIA S.A., a sociedad anónima organized under the laws of the Republic of
Argentina (the “Borrower”) and MERRILL LYNCH INTERNATIONAL (the “Lender”).



The “Assignor” referred to on Schedule 1 hereto (the “Assignor”) and the “Assignee” referred
to on Schedule 1 hereto (the “Assignee”) to this assignment and acceptance (the “Assignment and
Acceptance”) agree with respect to all information relating to it and its assignment hereunder and
on Schedule 1 hereto as follows:



1. The Assignor hereby sells and assigns, without recourse except as to the representations
and warranties made by it herein, to the Assignee listed immediately below such Assignor on
Schedule 1, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to
such Assignor’s rights and obligations under the Loan Agreement as of the date hereof equal to the
percentage interest specified on Schedule 1 hereto for the Assignor and Assignee of all outstanding
rights and obligations under the Loan Agreement. After giving effect to such sale and assignment,
the amount of the Term Loan owing to the Assignee will be as set forth on Schedule 1 hereto.



2. The Assignor (i) represents and warrants that its name set forth on Schedule 1 hereto is
its legal name, that it is the legal and beneficial owner of the interest or interests being
assigned by it hereunder and that such interest or interests are free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any Loan Document; (iii)
makes no representation or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of any of its
obligations under any Loan Document or any other instrument or document furnished pursuant thereto;
and (iv) attaches hereto the Note or Notes held by the Assignor and requests that the Borrower
exchange such Note or Notes for a new Note or Notes payable to the order of the Assignee listed
immediately below the Assignor on Schedule 1 in an amount equal to the Term Loan assumed by the
Assignee pursuant hereto and the Assignor in an amount equal to the Term Loan retained by the
Assignor under the Loan Agreement, respectively, as specify on Schedule 1 hereto .



3. The Assignee (i) confirms that it has received a copy of the Loan Agreement, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption; (ii) agrees that it will, based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Agreement; (iii) represents and warrants that its name
set forth on Schedule 1 hereto is its legal name; (iv) represents and warrants that it is (x) a
“Qualified Institutional Buyer”, as defined in Rule 144A under the Securities Act of 1933, as
amended, and a “Qualified Purchaser,” as defined under Section 2(a)(51) of the Investment Company
Act of 1940, as amended, or (y) is not a U.S. Person; and (v) agrees that it will perform, in
accordance with their terms, all of the obligations that by the terms of the Loan Agreement are
required to be performed by it as a Lender.



4. The effective date of
this Assignment and Assumption shall be [_____] •, 20[_____] (the
“Effective Date”).



 


Exhibit G - 1









 







5. Upon such execution and receipt by the Borrower of a fully executed Assignment and
Assumption, as of the Effective Date, (i) the Assignee shall be a party to the Loan Agreement and,
to the extent provided in this Assignment and Assumption, have the rights and obligations of a
Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and
Assumption, relinquish its rights and be released from its obligations under the Loan Documents
(other than its rights and obligations under the Loan Documents that are specified under Section
8.4 of the Loan Agreement and any other provision of the terms of such Loan Documents to survive
the payment in full of the obligations under the Loan Documents or the termination of such Loan
Document, in each case to the extent any claim thereunder relates to an event arising prior to the
Effective Date of this Assignment and Assumption) and, if this Assignment and Assumption covers all
of the remaining portion of the rights and obligations of the Assignor under the Loan Agreement,
the Assignor shall cease to be a party thereto (other than its rights and obligations under the
Loan Documents that are specified under Section 8.4 of the Loan Agreement and any other provision
of the terms of such Loan Documents to survive the payment in full of the obligations under the
Loan Documents or the termination of such Loan Documents, in each case to the extent any claim
thereunder relates to an event arising prior to the Effective Date of this Assignment and
Assumption).



6. This Assignment and Assumption shall be governed by, and construed in accordance with, the
laws of the State of New York.



7. This Assignment and Assumption may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Assumption by telecopier
shall be effective as delivery of an original executed counterpart of this Assignment and
Assumption.



IN WITNESS WHEREOF, the Assignor and the Assignee have caused schedule 1 to this Assignment
and Assumption to be executed by their officers thereunto duly authorized as of the date specified
thereon.




Effective Date: _________ __, ____




	 	 	 
	Assignor

	 	Assignee
	 
	 	 
	______________________, as Assignor

	 	______________________, as Assignee
	[Type or print legal name of Assignor]

	 	[Type or print legal name of Assignee
	 
	 	 
	By:  ____________________________


	 	By:  ____________________________

	         Title:

	 	         Title:
	         Name:

	 	         Name:
	 
	 	 
	Dated:
_________ __, ____

	 	Dated:
_________ __, ____
	 
	 	 
	 

	 	Consented To:
	 

	 	GRUPO FINANCIERO GALICIA S.A.
	 
	 	 
	 

	 	By:  ____________________________

	 

	 	         Name:
	 

	 	         Title:







 


Exhibit G - 2









 







Schedule 1




Effective Date:
 _______________




Assignor:
 _______________




Assignee:
 _______________




Amount of the Term Loan assigned to the Assignee:
 _______________




Percentage of the Term Loan assigned to the Assignee:
 _______________




Amount of the Term Loan retained by the Assignor:
 _______________




Percentage of the Term Loan retained by the Assignor:
 _______________





 


Exhibit G - 3









 







SCHEDULE 3.17

INDEBTEDNESS




	 	 	 	 	 
	Salaries and social security liabilities
	 	 	388,000.38	 
	Tax liabilities
	 	 	 	 
	- Provision for income tax
	 	 	5.041.267.97	 
	- Provision for tax on personal assets
	 	 	1,767,000.00	 
	- Others
	 	 	76,245.08	 
	Others liabilities
	 	 	 	 
	- Sundry creditors $ 
	 	 	32,523.43	 
	- Sundry creditors US$ 
	 	 	80,630.27	 
	- Provision for expenses $ 
	 	 	651,544.74	 
	- Provision for expenses US$ 
	 	 	889,521.47	 
	- Others
	 	 	9,000.00	 
	 
	 	 	 
	Total
	 	 	8,935,733.34	 
	 
	 	 	 







 


Schedule 3.17 - 1