Exhibit
10.2(b)


[Translation
for information purposes only]


 


 




 


 


NOTE 152/08 ISSUED BY ORSNA AND FINAL MEMORANDUM AGREEMENT BY AND

 BETWEEN AEROPUERTOS ARGENTINA S.A. AND THE ARGENTINE GOVERNMENT


 


 



     


     


    







 


“2008 - Year of Science
Teaching”


 


ORSNA – Organismo Regulador del Sistema
Nacional de Aeropuertos (National Airport System Regulating Institution)


 


ORSNA NOTE N° 152 – 08


REF: AA2000-DIR-088/08


BUENOS AIRES, FEBRUARY 12th, 2008


 


To the President of


AEROPUERTOS ARGENTINA 2000 S.A.


Mr. Julio Ernesto GUTIERREZ CONTE


PRESENT


 


I am pleased to write
to you in response to the query made through Note AA2000-DIR-088/08 in order to inform you that within the framework of the provisions
of the Concession Contract, the ORSNA must perform a yearly analysis of the financial projections of the Concession, based on the
data as of January 1st, 2006, taking into account projected income, operation costs and investment obligations, among
other items. In compliance with the Income and Expenses Financial Projection of the Concession, the ORSNA is entitled to make adjustments
to the specific allocation of incomes, aeronautical service charges and/or the company’s investment obligations, in order
to preserve the Economic-Financial balance of the Concession Contract. For such purpose, it shall use the following parameters,
which were previously established in the Contract Renegotiation between the UNIREN and the company AA2000 S.A., and which were ratified
by decree N° 1799/07.


 


A) From the analysis
of the aforementioned documentation of the Contract Renegotiation between the National State (UNIREN) and Aeropuertos Argentina
2000 S.A., based on the polynomial formulas used and weighting thereof, in the case of restated Incomes and Expenses for the period
1998-2005 the amount of (-) $857.693 millions was reached, at values corresponding to December 31st, 2005, equivalent
to an initial disbursement of the company.


 


B) The Income and
Expenses Financial Projection, which is included in Annex V of the Memorandum of Agreement, establishes a Net Flow of Funds
for each year (2006-2028), at values corresponding to December 31st, 2005, as described below:


 


	Year	 	Net Flow of Funds (in thousands of pesos)	 
	2006	 	 	67,007	 
	2007	 	 	92,709	 
	2008	 	 	81,050	 
	2009	 	 	30,672	 
	2010	 	 	31,614	 
	2011	 	 	138,883	 
	2012	 	 	198,990	 
	2013	 	 	228,696	 
	2014	 	 	210,184	 
	2015	 	 	211,220	 
	2016	 	 	260,170	 
	2017	 	 	307,013	 
	2018	 	 	309,988	 
	2019	 	 	320,638	 
	2020	 	 	282,518	 
	2021	 	 	315,935	 
	2022	 	 	348,995	 
	2023	 	 	363,252	 
	2024	 	 	380,852	 
	2025	 	 	394,789	 
	2026	 	 	417,704	 
	2027	 	 	440,562	 
	2028	 	 	23,783	 
	Total for the Period	 	 	5,457,222	 




 




    	 	 	 



     


    

 


Also, in order to preserve
the contractual economic-financial balance as is established in the Memorandum of Agreement, the Concession Contract provides for
an annual review, which will permit to correct any deviation that may occur between the considered variables.


 


Yours faithfully,


 


[There appears and illegible signature,
followed by a partially illegible seal corresponding to the PRESIDENT of the ORSNA]


 


[Below, there appears a seal that reads:]


Signature: [there appears an illegible signature


Clarification: Ana Lía De Oto


Date: February 13th, 2008


Time: 5.10 p.m.


 


Av. Corrientes 441
– C1043AAE - Buenos Aires - Argentina - Tel: 4327-3328/4327-1046 - Fax: 4327-1340


 




    	 	 	 



     


    

 


Decree 1799/2007


 


The contract renegotiation Memorandum
of Agreement signed between the Public Service Contract Analysis and Renegotiation Unit and Aeropuertos Argentina 2000 S.A. is
hereby ratified.


 


Bs. As., December 4th, 2007


 


File N° S01:0052536/2004 of the Registry
of the MINISTRY OF ECONOMY AND PRODUCTION, its non consolidated additional case file N° S01:0314363/2006 of the same Registry,
and Laws N° 25,561, 25,790, 25,820, 25,972, 26,077 and 26,204, Decree N° 311 dated on July 3, 2003, Joint Resolution N°
188 of the MINISTRY OF ECONOMY AND PRODUCTION and N° 44 of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES
dated on August 6th, 2003, Joint Resolution N°728 of the MINISTRY OF ECONOMY AND PRODUCTION and N° 1584 of the
MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES dated on September 12th, 2006, Resolutions of the HONORABLE
SENATE OF THE NATION (CD-2/07) and the HONORABLE CHAMBER OF DEPUTIES OF THE NATION (OD 1996), both dated on February 13th,
2007, having been reviewed, AND


 


WHEREAS:


 


Law N° 25,561 declared public emergency
in social, economic, administrative, financial and exchange matters, delegating to the NATIONAL EXECUTIVE POWER the powers to enact
measures aimed at solving the critical situation.


 


That the aforementioned rule provided for
the end of the convertibility regime that established a fixed Peso-US Dollar parity, and authorized the NATIONAL EXECUTIVE POWER
to renegotiate the concessionned public works and services contracts, which were in a critical situation due to the end of said
convertibility regime, making those contracts that used said regime as an adjustment mechanism, which was thus left without effect,
lose their reference point.


 


That said law established certain criteria
to be followed within the frame of the renegotiation process, such as the tariff impact on the economy competitiveness and on the
income distribution; the service quality and investment plans, when they are contemplated in contracts; the users’ interest
and the service availability; security of the systems involved; and company profitability.


 




    	 	 	 



     


    

 


That the provisions in Law N° 25,561
have been later ratified and extended through the passing of Laws N° 25,790, 25,820, 25,972, 26,077 and 26,204, as well as
through different regulatory and complementary rules.


 


That, in order to comply with the precepts
of the HONORABLE CONGRESS OF THE NATION, the contract renegotiation process has been developed up to the present with Licensee
Companies of public works and services.


 


That, in the course of said process, carried
out pursuant to the criteria established in Section 9 of Law 25,561, the NATIONAL STATE shall make sure that the public service
availability, safety and quality conditions are kept.


 


That the aforementioned process involves
the company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA, a concessionaire of the EXPLOITATION, ADMINISTRATION AND OPERATION OF
GROUP “A” OF AIRPORTS, pursuant to the concession that was granted by means of Decree N 163, dated on February 11th,
1998.


 


That the contract renegotiation is regulated
by Decree N° 311, dated on July 3rd, 2003 and Joint Resolution N° 188 of the MINISTRY OF ECONOMY AND PRODUCTION
and N° 44 of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES dated on August 6th, 2003.


 


That, in order to carry out the renegotiation
with the Service Provider Companies, Decree N° 311/03 provided for the creation of the PUBLIC SERVICE CONTRACT ANALYSIS AND
RENEGOTIATION UNIT (“UNIREN”) within the scope of the MINISTRIES OF ECONOMY AND PRODUCTION AND OF FEDERAL PLANNING,
PUBLIC INVESTMENTS AND SERVICES.


 


That the abovementioned Unit has been assigned
the missions, among others, to carry out the renegotiation process of the Public Services and Works Contracts, to sign full or
partial agreements with licensee companies of public services “ad referendum” of the NATIONAL EXECUTIVE POWER, to bring
forward ruling projects related to possible temporary price or tariff adjustments and/or segmentations thereof, and to contractual
clauses related to public services, as well as the mission to make any recommendation concerning public services and works contracts
and the operation of such services.


 


That, in relation to the concession granted
to the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA, the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT has analyzed
the contractual situation and taken the necessary steps to achieve a contractual renegotiation understanding.


 




    	 	 	 



     


    

 


That, within the frame of the aforementioned
renegotiation process, a Letter of Understanding was signed on July 20th, 2005 between said Unit and the Company AEROPUERTOS
ARGENTINA 2000 SOCIEDAD ANONIMA, which established the GUIDELINESS for the renegotiation of the CONCESSION CONTRACT for the EXPLOITATION,
ADMINISTRATION AND OPERATION OF GROUP “A” OF THE NATIONAL SYSTEM OF AIRPORTS, based on the guidelines set by the TRANSPORTATION
DEPARTMENT of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES, as a member of the SECTORIAL COMMITTEE of the
PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT.


 


That, by virtue of the established guidelines
and as a result of the negotiations that were carried out, said Unit and the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA
signed a LETTER OF UNDERSTANDING on June 16th, 2006 -which was replaced by a new LETTER OF UNDERSTANDING signed on August
23rd, 2006 - that included the points of agreement on the contract adjustment.


 


That this last instrument established the
terms and conditions of the contract renegotiation agreement to be entered into by the LICENSOR and the Company AEROPUERTOS ARGENTINA
2000 SOCIEDAD ANONIMA.


 


That the LETTER OF UNDERSTANDING was submitted
to a PUBLIC HEARING process called by Joint Resolution N° 728 of the MINISTRY OF ECONOMY AND PRODUCTION and N° 1584 of
the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES dated on September 12th, 2006.


 


That the PUBLIC HEARING permitted users
and consumers, as well as different social sectors and players, to participate and express their opinion; and these elements of
judgment were added by the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT to the renegotiation analysis.


 


That as a result, said Unit deemed convenient
to modify aspects of the understanding that had been achieved before, as was stated in the PUBLIC HEARING Assessment Report attached
with the proceedings and published in the Internet page of the abovementioned Unit.


 




    	 	 	 



     


    

 


That the PUBLIC SERVICE CONTRACT ANALYSIS
AND RENEGOTIATION UNIT and the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA found points of coincidence as regards the proposed
modifications after the PUBLIC HEARING had been held.


 


That said agreement was reflected on a
MEMORANDUM OF AGREEMENT proposal which, pursuant to the provisions of Decree N° 311/03, was signed by the Authorities of the
abovementioned Unit and the representatives of the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA, after complying with the
usual procedures and “ad referendum” of the NATIONAL EXECUTIVE POWER.


 


That said MEMORANDUM OF AGREEMENT includes
the complete renegotiation of the CONCESSION CONTRACT for the EXPLOITATION, ADMINISTRATION AND OPERATION OF GROUP “A”
OF THE NATIONAL SYSTEM OF AIRPORTS, aimed at preserving the continuity and quality of the service rendered.


 


That the NATIONAL TREASURY has issued its
ruling, pursuant to the provisions of Section 8 of Decree N° 311/03, which included remarks aimed at achieving a better effectiveness
of the MEMORANDUM OF AGREEMENT, and did not contain any objection to the terms and conditions thereof.


 


That the ARGENTINE GENERAL ACCOUNTING OFFICE,
decentralized entity within the scope of the PRESIDENCY OF THE NATION, has taken proper action in accordance with the provisions
of Section 14 of Joint Resolution N° 188/03 of the MINISTRY OF ECONOMY AND PRODUCTION and N° 44/03 of the MINISTRY OF FEDERAL
PLANNING, PUBLIC INVESTMENTS AND SERVICES, and stated that no objections were raised as regards the procedure that had been carried
out.


 


That, in compliance with the applicable
regulations, the intervention of the HONORABLE CONGRESS OF THE NATION was requested in order to consider the MEMORANDUM OF AGREEMENT.


 


That the AGREEMENT proposal has been approved
by the HONORABLE CONGRESS OF THE NATION, by Resolutions of the HONORABLE SENATE OF THE NATION (CD-2/07) and the HONORABLE CHAMBER
OF DEPUTIES OF THE NATION (OD 1996), both dated on February 13th, 2007.


 


That the final MEMORANDUM OF AGREEMENT
was signed on April 3rd, 2007, adding the proposed adjustments by the NATIONAL TREASURY and the recommendations of the HONORABLE
CONGRESS OF THE NATION that were deemed feasible within the framework of the agreement achieved.


 




    	 	 	 



     


    

 


That, once the requirements set in the
applicable standards to the renegotiation process had been complied with, the Authorities of the PUBLIC SERVICE CONTRACT ANALYSIS
AND RENEGOTIATION UNIT and the legal representative of the Concessionaire Company signed the MEMORANDUM OF AGREEMENT that formalizes
the contractual renegotiation, ad referendum of the NATIONAL EXECUTIVE POWER.


 


That said AGREEMENT adds the proposed adjustments
by the NATIONAL TREASURY and the recommendations of the HONORABLE CONGRESS OF THE NATION that were deemed feasible within the framework
of the agreement achieved.


 


That the requirements set in the applicable
regulations have been complied with, which permits to start the ratification process of the agreements, which shall be carried
out by the NATIONAL EXECUTIVE POWER.


 


That, in such sense, the assessment performed
by the NATIONAL EXECUTIVE POWER merits the decision to ratify the MEMORANDUM OF AGREEMENT for the contract renegotiation subscribed
by the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT and the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANONIMA.


 


That, due to the change of the head of
the Ministry of Economy and Production through decree N° 910, dated on July 16th, of the current year, it has become
necessary to permit his intervention in these proceedings. Nevertheless - and for the purposes of avoiding delays that could
affect the present proceeding - a decision has been made to preserve the integrity of the text of the MEMORANDUM OF AGREEMENT duly
subscribed by the outgoing Minister.


 


That the NATIONAL OFFICE OF LEGAL AFFAIRS
of the MINISTRY OF ECONOMY AND PRODUCTION has taken proper action in accordance with the provisions of Section 9 of Decree N°
1142, dated on November 26th, 2003.


 


That the current measure is issued in exercise
of the powers granted by Section 99, subsection 1 of the NATIONAL CONSTITUTION, and pursuant to the provisions of Laws N° 25,561,
25,790, 25,820, 25,972, 26,077 and 26,204.


 


Therefore,


 




    	 	 	 



     


    

 


THE PRESIDENT OF THE ARGENTINEAN NATION


 


HEREBY DECREES:


 


Article 1° - The MEMORANDUM OF AGREEMENT
for the contract renegotiation signed by the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT and the Company AEROPUERTOS
ARGENTINA 2000 SOCIEDAD ANONIMA on April 3rd, 2007, which is an integral part of the present measure attached as Annex
I herewith, is hereby ratified.


 


Article 2° — It is ordered that
notice be given to the BICAMERAL COMMITTEE of the HONORABLE CONGRESS OF THE NATION created FOR THE FOLLOW UP OF THESE MATTERS,
pursuant to the provisions of Section 20 of Law N° 25,561.


 


Article 3° — It is ordered that
notice be given to, timely publication be made and this is forwarded to the National Directorate of Official Records and closed
KIRCHNER. — Alberto A. Fernández. — Julio M. De Vido. — Miguel G. Peirano.


 




    	 	 	 



    
	 
Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

  


MEMORANDUM OF AGREEMENT 


 


LICENSE CONTRACT ADJUSTMENT


 


In Buenos Aires on April 3, 2007, within
the framework of the process for the renegotiation of public service contracts established by Laws N° 25,561, 25,790, 25,820,
25,972, 26,077 and 26,204 and its supplementary rule Decree N° 311/03, the MINISTER OF ECONOMY AND PRODUCTION, Licentiate Felisa
Josefina MICELI, and the MINISTER OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES, Architect Julio DE VIDO, as Presidents
of the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT (“Unidad de Renegotiatión y Análisis de Contratos de Servicios
Públicos”- Uniren), on the one hand, and the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANÓNIMA, on the other hand,
represented by Mr. Gustavo Pablo LUPETTI, according to what is shown by the documentation attached in file CUDAP EXP-S01: 0052536/2004
pending, are present in order to sign this instrument, “ad referéndum” approval of what is herein agreed by the NATIONAL
EXECUTIVE POWER.


 


The parties state having reached an agreement
on the renegotiation of the LICENSE CONTRACT FOR THE EXPLOITATION, ADMINISTRATION AND OPERATION OF GROUP “A” OF THE
NATIONAL AIRPORT SYSTEM, established by this MEMORANDUM OF AGREEMENT pursuant the following considerations and terms.


 


FIRST PART


 


BACKGROUND AND CONSIDERATIONS


 


The NATIONAL EXECUTIVE POWER, by means
of the Administrative Decision N° 60 dated January 23, 1998, awarded the Consortium “AEROPUERTOS ARGENTINA 2000”
the license for the administration, exploitation and operation of the group of airports that are part of the National Airport System
which was called by Decree N° 375 of April 24, 1997.


 


Later,
by means of Decree N° 163 of February 13, 1998, the corresponding License Contract was approved. Said License Contract was
signed on February 9, 1998 between the NATIONAL STATE and the Consortium AEROPUERTOS ARGENTINA 2000, AEROPUERTOS ARGENTINA 2000
SOCIEDAD ANÓNIMA at present.


 




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Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

 


Due to the severe crisis that affected
the country at the end of 2001, the NATIONAL CONGRESS issued Law N° 25,561, which declared public emergency in social, economic,
administrative, financial and exchange matters until December 10, 2003, delegating on the NATIONAL EXECUTIVE POWER the necessary
powers to adopt the measures to avert the acute emergency situation and stipulating the renegotiation of public service contracts.


 


The provisions in Law N° 25,561 have
been later ratified and developed through the passing of Laws 25,790, 25,820, 25,972, 26,077 and 26,204, as well as through different
regulatory and complementary rules.


 


The renegotiation process of Public Services
and Works Contracts has been basically regulated and implemented in a first institutional stage through Decrees N° 293 of February
12, 2002 and N° 370 of February 22, 2002. And in a second stage, by Decree N° 311 of July 3, 2003 and Joint Resolution
N° 188 and N° 44 of the Ministries of ECONOMY AND PRODUCTION, and of FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES,
respectively, both dated August 6, 2003.


 


Decree N° 311/03 established that the
renegotiation process shall be carried out through the PUBLIC SERVICE CONTRACT ANALYSIS AND RENEGOTIATION UNIT (“UNIREN”)
presided by the Ministers of Economy and Production and of Federal Planning, Public Investments and Services.


 


UNIREN has been assigned the missions,
among others, to carry out the process of renegotiating the Public Services and Works Contracts, to sign agreements with licensee
companies of public services “ad referendum” of the NATIONAL EXECUTIVE POWER, to bring forward ruling projects related
to possible temporary price adjustments and to contractual clauses related to public services, as well as the mission to make any
recommendation concerning public services and works contracts and the operation of such services.


 


By means of the Joint Resolution of the
MINISTRY OF ECONOMY AND PRODUCTION N° 188/03 and of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES N°
44/03, it has been established that UNIREN be formed additionally by a Public Service Contract Analysis and Renegotiation Sector
Committee (“Comité Sectorial de Renegociación y Análisis de Contratos de Servicios Públicos”) and by the Executive
Secretary of the Unit (“Secretario Ejecutivo de la Unidad”).


 




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Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

 


Said Committee is formed by State Secretaries
with specific authority in the sectors related to public services and/or public works contracts subject to renegotiation, and by
the Executive Secretary of the UNIREN.


 


Within the framework of said renegotiation
procedures, a Memorandum of Understanding was signed between the NATIONAL STATE and the company AA2000 on July 20, 2005, which
set forth the GUIDELINES for the renegotiation of the LICENSE CONTRACT for the EXPLOITATION, ADMINISTRATION AND OPERATION OF GROUP
“A” OF THE NATIONAL AIRPORT SYSTEM, basing on the guidelines established by the SECRETARIAT OF TRANSPORT.


 


ORSNA, a decentralized Controlling Entity
within the area of the SECRETARIAT OF TRANSPORT of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES, pursuant
to the terms of Section 7° of Decree N° 311/03 and Section 13 of the Joint Resolution N° 188/03 and 44/03 of the Ministries
of ECONOMY AND PRODUCTION, and of FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES, carried out the analysis of the situation
and degree of fulfillment obtained by the LICENSE CONTRACT FOR THE EXPLOITATION, ADMINISTRATION AND OPERATION OF GROUP “A”
OF THE NATIONAL AIRPORT SYSTEM, and sent to UNIREN several reports on this respect.


 


The Executive Secretariat of UNIREN has
complied with the obligation of making the Report on the Fulfillment of the Contract set forth in Section 7 of the Joint Resolution
of the MINISTRY OF ECONOMY AND PRODUCTION N° 188/03 and the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES N°
44/03. This Report has been produced with the aim of presenting a fulfillment statement of the LICENSE CONTRACT FOR THE EXPLOITATION,
ADMINISTRATION AND OPERATION OF GROUP “A” OF THE NATIONAL AIRPORT SYSTEM to serve as background and basis of the renegotiation
process of the aforementioned contract, pursuant to the terms of Law N° 25,561 and subsequent and complementary rules.


 


Pursuant to the terms of the Memorandum
of Understanding dated July 20, 2005 regarding the implementation of a new management model that allows the NATIONAL STATE an adequate
direct control of the airport activity, both parties have agreed to introduce elements to allow the improvement of the regulation
and control systems of the LICENSE.


 


Pursuant to international standards on
the subject that impose income reinvestment in the activity, it was found sound, so as to make more efficient the allocation of
this kind of resources, to adjust the obligations of the LICENSEE by turning a percentage of the LICENSE income into equity subject
to specific allocation, for the investments that are necessary in infrastructure in the Airports of the National System. Moreover,
what has been established in Law N° 25,924, Decree N° 1152/04 and Decree N° 642/97 can also be applied.


 




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Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

 


Pursuant to the principles of Law N°
17,520, the parties find convenient forming a Fund for studies, control and regulation of the LICENSE, by means of the specific
allocation of income.


 


Moreover, it is herein determined that
according to the principles that guided the license process, it is necessary to promote the instrumentation of mechanisms that
allow to guarantee investment financing, both in licensed and not licensed airports, with the aim of obtaining the standards and
levels of service quality demanded by the rules in force on the subject and the international treaties in which the NATION is party
to.


 


Every time that in general terms the functions
of regulation and management of the LICENSE CONTRACT are substantially different and imply the intervention of authorities competent
on subjects of different nature, it is necessary to solve such differences regarding the assignment of said powers.


 


In this respect it is convenient to keep
within the area of ORSNA the regulation and control powers differentiated from the powers of the ENFORCEMENT AUTHORITY that shall
be assigned to the SECRETARIAT OF TRANSPORT of the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES as body with primary
competence on the subject of management of transport systems, among them infrastructure and airport services.


 


The fulfilled renegotiation process has
taken into account: a) the terms of Sections 8°, 9° and 10° of Law N° 25,561, Laws N° 25,790, 25,820, 25,972,
26,077 and 26,204 and Decree N° 311/03, as well as its regulatory and complementary rules; b) the provisions of the LICENSE
CONTRACT; c) the background and projections of the service of the LICENSE according to the reports and analysis on record; and
d) the conditions related to the economic and social situation of our country.


 


The renegotiation is based on rules and
procedures to find the equilibrium point in the contracts adjustment.


 


The discussions conducted with the Company
AEROPUERTOS ARGENTINA 2000 S.A. led to a first agreement expressed in a Memorandum of Understanding signed on June 16, 2006, which
was finally replaced by a new MEMORANDUM OF UNDERSTANDING signed on August 23, 2006.


 




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Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

 


This latter MEMORANDUM OF UNDERSTANDING
included the terms that were considered reasonable to adjust the conditions of the LICENSE CONTRACT, and to provide a complete
solution to the necessity declared in Decrees N° 1,535 of August 20, 2002, N° 1,227 of May 20, 2003 and N° 878 of October
8, 2003.


 


The aforementioned MEMORANDUM OF UNDERSTANDING
specified the conditions of the agreement to be entered into between the LICENSEE and the LICENSOR; in accordance with the requirements
set forth it was submitted to a process of PUBLIC HEARING called through Joint Resolution of the MINISTRY OF ECONOMY AND PRODUCTION
N° 728 and the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES N° 1,584 of September 12, 2006, published
by the Official Bulletin of the Argentine Republic N° 30,989 of September 13, 2006 and N° 30,990 of September 14, 2006,
and Provision N° 3 of September 21, 2006, published by the Official Bulletin of the Argentine Republic N° 30,996 of September
22, 2006 and N° 30,997 of September 25, 2006.


 


The PUBLIC HEARING was carried out on October
27, 2006 in the Town CARLOS SPEGAZZINI, District of EZEIZA, of the Province of Buenos Aires, in order to discuss the MEMORANDUM
OF UNDERSTANDING put forward for consideration by public opinion.


 


Many and diverse opinions and arguments
on behalf of different Actors were expressed because of the Hearing. Said opinions and arguments were dully analyzed by the UNIREN.


 


As a result of the evaluation of the opinions
obtained in the Hearing, UNIREN considered proper to modify certain partial aspects of the understanding previously agreed, as
it appears on the REPORT OF THE EVALUATION OF THE PUBLIC HEARING.


 


Considering that circumstances, another
negotiation instance was carried out with the Company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANÓNIMA to analyze the proposed changes,
and an agreement was reached on the new understanding terms to be signed.


 


This instrument, which includes the terms
of the complete renegotiation carried out, results from said understanding, and establishes the adjustment conditions of the LICENSE
CONTRACT for the exploitation, administration and operation of Group “A” of the National Airport System, which was
approved by Decree N° 163 of February 13, 1998, Pursuant to the applicable law, the instrumented proposal was submitted to
the CONGRESS OF THE NATION (art, 4° Law N° 25,790) and, once it was passed, this MEMORANDUM OF AGREEMENT was signed “ad
referendum” of the decision of the NATIONAL EXECUTIVE POWER, in its capacity of GRANTOR of the licensed service object of
this agreement.


 




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Public Service Contract Analysis
 and Renegotiation Unit
	 	“2006 – Year in tribute of Ramón CARRILLO”




    

 


SECOND PART 


 


GLOSSARY


 


For construing effects, the terms used
in this MEMORANDUM OF AGREEMENT shall have the meaning given in the glossary that follows:


 


MEMORANDUM OF AGREEMENT or COMPLETE
CONTRACT RENEGOTIATION AGREEMENT or RENEGOTIATION AGREEMENT or AGREEMENT: It the present agreement entered into between the
representatives of the LICENSOR and the LICENSEE, which includes the terms and conditions of the adaptation of the LICENSE CONTRACT
in compliance with Laws N° 25,561, 25,790, 25,820, 25,972, 26,077 and 26,204 and Decree N° 311/03 and other applicable
rules.


 


AIRPORT: Airport authorized by the
appropriate authority as entrance and exit port, Defined ground or water area suitable for the arrival, exit and movement on surface
of aircrafts, permanently open to the public, on which there are buildings and air and service facilities to regularly assist aeronautical
activities, to allow aircrafts parking and to receive or send off passengers, cargo and mail, according to the terms of the Aeronautical
Code (Law N° 17,285) and the rules that modify and/or regulate it.


 


INTERNATIONAL AIRPORT: Airport used
for the operation of aircrafts to or from abroad, where customs, migrations, border sanitary, and related services are provided.


 


ENFORCEMENT AUTHORITY: As from the
approval of the MEMORANDUM OF AGREEMENT, it shall be the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES OF THE NATION,
through the SECRETARIAT OF TRANSPORT.


 


MEMORANDUM OF UNDERSTANDING: It
is the document signed between the UNIREN and the company AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANÓNIMA dated August 23, 2006, which
includes the terms and conditions for the adjustment of the LICENSE CONTRACT and which was subjected to a Public Hearing process.


 




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Public Service Contract Analysis
 and Renegotiation Unit
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CALCULATION OF TERMS: Unless this
MEMORANDUM OF AGREEMENT has expressed otherwise, the terms calculated in days shall be counted according to what has been set forth
in the rules in force applicable to the LICENSE.


 


LICENSOR: It is the ARGENTINE NATIONAL STATE.


 


LICENSEE: It is the company AEROPUERTOS
ARGENTINA 2000 SOCIEDAD ANÓNIMA (AA2000).


 


CONTRACT OR LICENSE CONTRACT OR LICENSE:
It refers to the instrument by means of which the NATIONAL STATE granted the LICENSE for the exploitation, administration and
operation of GROUP “A” of the NATIONAL AIRPORT SYSTEM, approved by Decree N° 163 of February 13,1998.


 


SETTLEMENT: It refers to the instrument
concluded on August 23, 2004, between the NATIONAL STATE, through the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES,
and the Government of the CITY OF BUENOS AIRES, as regards Jorge Newbery Airport.


 


TARIFF CHART: It is the detail of charges applied for
the rendering of aeronautical services.


 


NATIONAL AIRPORT SYSTEM IMPROVEMENT
TRUST or TRUST: It is a trust stipulated to respond to different investment needs and to adequate the infrastructure of the
airports that are part of the NATIONAL AIRPORT SYSTEM.


 


OFFER: It is the presentation made
by the company AA2000, by means of which it became the successful bidder.


 


AIR OPERATORS: They are the physical
or legal persons, public or private, national or foreign, who legally use an aircraft, on their own, even for non profit purposes,
pursuant to Chapter VIII of the Aeronautical Code.


 


ORSNA: It is the National Airport System Regulating Institution.


 


RENEGOTIATION GUIDELINES: They are
those that arise from the MEMORANDUM OF UNDERSTANDING signed between UNIREN and AA2000, on July 20, 2005, Moreover, it includes
those guidelines provided by the SECRETARIAT OF TRANSPORT for the renegotiation of the CONTRACT.


 




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INVESTMENT PLAN: They are the investment
provisions expressed both in physical and monetary terms that the LICENSEE promises to perform during the LICENSE period. The INVESTMENT
PLAN shall be determined by five-year periods and shall be approved, revised and controlled by ORSNA according to the guidelines
defined in this MEMORANDUM OF AGREEMENT.


 


MASTER PLAN: It is the document
that includes, as a general guideline, the foreseen evolution of each airport for the whole LICENSE period, taking into account
the demand of aeronautical and non aeronautical services, as well as the levels of satisfaction related to them according to international
and local rules and standards. The LICENSEE shall be responsible for the presentation of the plan, and ORSNA shall be in charge
of approving it, authorizing its modifications and verifying its fulfillment.


 


INCOME AND EXPENSES FINANCIAL PROJECTION:
It is the detail of income and expenses related to the rendering of the licensed services, including investment obligations.


 


BIDDING TERMS AND CONDITIONS: They
are the Bidding Terms and Conditions of the National and International Public Bid that gave rise to the CONTRACT.


 


AIPORT SECURITY POLICE (PSA, (as
per Spanish acronym)): It is a body dependent on the MINISTRY OF DOMESTIC AFFAIRS that is responsible for safeguarding
and guaranteeing domestic security within the airport jurisdictional area, pursuant to Law N° 26,102.


 


MUTUAL OR PENDING CLAIMS: They are
all the requirements, remedies or legal actions filed or brought by the LISENSOR OR LICENSEE, administratively or judicially, before
the MEMORANDUM OF UNDERSTANDING signed on August 23, 2006, on certain disagreed or questioned subjects, aspects or acts regarding
the development of the LICENSE CONTRACT, and which correspond to the period elapsed since the Act of Taking Possession by the LICENSEE
until the ratification of the RENEGOTIATION AGREEMENT.


 


TARIFF SYSTEM: It is the system contemplated by contract.


 


INVESTMENT REGISTRY: It is the Registry
where the performed works contemplated in the INVESTMENT PLAN and the amount in pesos for said works will be entered under signature
of the LICENSEE. This Registry shall be created under the scope of ORSNA.


 


REGULATORY ACCOUNTING SYSTEM: It
is a system of data collection, allocation and entry that unifies the methodology and the formats to be used by the company rendering
the regulated services at the moment of submitting the technical, accounting and economic information requested by the regulating
institution with respect to aeronautical and non aeronautical activities carried out by the LICENSEE within the framework of the
LICENSE CONTRACT.


 




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NATIONAL AIRPORT SYSTEM (SNA (as
per Spanish acronym)): It is the group of airports, specified in APPENDIX III of Decree N° 375/97 of the
NATIONAL EXECUTIVE POWER.


 


SLOT: It is the time allocated for landing and take off.


 


ACT OF TAKING POSESSION: It is the
moment after which the LICENSEE is responsible for the exploitation, administration and operation of GROUP “A” OF THE
NATIONAL AIRPORT SYSTEM, in accordance with the Bidding Terms and Conditions and its Appendixes.


 


ARGENTINE AUDIT OFFICE (“Sindicatura
General de la Nación”)(SIGEN (as per Spanish acronym)): It is the internal controlling
body of the NATIONAL EXECUTIVE POWER.


 


THIRD PART


 


SUSPENSION AND ABANDONMENT ON PART OF THE LINCENSEE AND THE
STATE. 


EVENTS OF CONTRACTUAL BREACH. EFFECTS.


 


1. SUSPENSION OF ACTIONS


 


1.1 The Licensee will hold in suspension
all the claims, remedies and legal actions filed or pending at the administrative, arbitral or judicial level in our country against
the NATIONAL STATE and/or its decentralized entities, whatever their cause may be, until the date established in the second clause,
paragraph 2.1. of these presents.


 


2. ABANDONMENT OF THE RIGHT OF ACTION AND OF THE ACTIONS


 


2.1. Within a term of 10 (TEN) days after
the ratification of this RENEGOTIATION AGREEMENT by the NATIONAL EXECUTIVE POWER, the LICENSEE shall dismiss all the claims, remedies
or legal actions filed or pending at the administrative, arbitral or judicial level in our country against the NATIONAL STATE and/or
its decentralized entities, whatever their cause may be. Such abandonment shall not imply the acknowledgment of the situation that
gave rise to the claim, remedy or legal action Specifically in the case of fines imposed and for which the LICENSEE started administrative
and/or judicial claims, abandonment thereof shall be done for the purposes of this renegotiation and this shall not imply that
the fines can be deemed legitimate.


 


The obligation undertaken by the LICENSEE
in this clause shall be performed by the passing of the time stipulated.


 




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The abandonment shall include the request that each party shall
bear its own costs.


 


2.2. In this regard, the LICENSEE shall
submit before ORSNA the instruments dully certified and legalized. The abandonment of the right of action and of the actions must
be expressly and completely stated on those instruments according to the terms established in the previous clause.


 


2.3. The NATIONAL STATE shall suspend the
application of this AGREEMENT in case the term fixed in subsection 2.1 concludes and the LICENSEE has not complied with the corresponding
abandonment. In such case, the NATIONAL STATE shall proceed to notify the LICENSEE to comply with the submission of the agreed
abandonment within a new term of 15 (FIFTEEN) days.


 


2.4. Once said term is due and in case
of noncompliance of the LICENSEE regarding the submission of the agreed abandonment, the NATIONAL STATE shall be able to denounce
this AGREEMENT for reasons attributable to the LICENSEE and to proceed to the revocation and lapsing of the LICENSE due to noncompliance
on part of the LICENSEE.


 


3. ACTIONS GROUNDED ON THE EFFECTS OF PUBLIC EMERGENCY


 


3.1. Apart from the suspensions and abandonment
established in the previous clauses, in case a presentation, claim, remedy or legal action is filed, regarding the LICENSE CONTRACT,
on part of the LICENSEE, at administrative, arbitral or judicial level in our country, grounded or related to the facts or measures
adopted because of the emergency established by Law N° 25,561, the NATIONAL STATE shall request the immediate retraction and
withdrawal of the claim made or the abandonment of said action, granting in this regard a term of 15 (FIFTEEN) days.


 


3.2. In the event that the term is due
and there has not been retraction or withdrawal of the claim, or the abandonment of the action filed, the NATIONAL STATE shall
be able to denounce this RENEGOTIATION AGREEMENT, for reasons attributable to the LICENSEE, and to proceed to the revocation or
lapsing of the LICENSE.


 


4. ACTIONS BEFORE FOREIGN COURTS


 


4.1. The LICENSEE declares, as an affidavit,
that neither AEROPUERTOS ARGENTINA 2000 SOCIEDAD ANÓNIMA nor it shareholders have presented claims or filed legal actions against
the NATIONAL STATE, nor its institutions or entities, before any foreign court, regarding the differences existing between the
Parties, including the effects of the public emergency declared by Law N° 25,561 and its complementary rules.


 




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Before the ratification of the MEMORANDUM
OF AGREEMENT, the LICENSEE shall have to submit the aforementioned voluntary declaration, as affidavit, regarding its shareholders.
Failure to attach said instruments, shall impede the ratification of the AGREEMENT on part of the NATIONAL EXECUTIVE POWER.


 


4.2. Moreover, both the LICENSEE and its
shareholders undertake not to present claims or file legal actions for those circumstances before foreign courts in the future.
Furthermore, it being understood that the signature of this MEMORANDUM OF AGREEMENT satisfies the interests of the Parties.


 


4.3. According to what was established
in paragraphs 4.1 and 4.2, the LICENSEE has attached the proper instruments, with their authenticity and validity dully certified
and legalized, proving the abandonment of all rights and actions that the LICENSEE and its shareholders could assume to file claims
or legal actions before foreign courts.


 


5. SUMMARY PROCEEDINGS


 


5.1. Once the LICENSEE has submitted the
evidence contemplated in paragraphs 2.2 and 4.3, and once this AGREEMENT has been ratified by the NATIONAL EXECUTIVE POWER, ORSNA
shall have to desist the summary proceedings brought in File N° 106,736/02 “ORSNA vs. AEROPUERTOS ARGENTINA 2000 S.A.,
for execution proceedings” pending before the National Court in Administrative Federal Matters N°1, Secretariat N°1.


 


5.2. Costs shall be born by each of the
parties as appropriate. Under no circumstances neither the NATIONAL STATE nor ORSNA shall assume the eventual fees corresponding
to the defendant.


 


FOURTH PART


 


TERMS AND CONDITIONS INCLUDED IN THE AGREEMENT 


 


1. PROVISIONS


 


This AGREEMENT includes the terms and conditions
agreed between the LICENSOR and the LICENSEE to adjust the LICENSE for the exploitation, administration and operation of GROUP
“A” of the NATIONAL AIRPORT SYSTEM, approved by Decree N° 163 of February 13, 1998, pursuant to Law N° 25,561
and other rules related to the emergency, trying to preserve within the framework of said rules, the substantive principles and
aspects of Law N° 24,076 and the regulations derived from them.


 




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The provisions included in this AGREEMENT
have as direct background the MEMORANDUM OF UNDERSTANDING signed between the parties on August 23, 2006, and other background documents,
which was submitted to a Public Hearing in the Town CARLOS SPEGAZZINI, District of EZEIZA, of the Province of Buenos Aires on October
27, 2006. The conclusions of the Public Hearing were considered to establish the terms and conditions that form this AGREEMENT.


 


2. TYPE AND CONDITION OF THE AGREEMENT


 


The AGREEMENT shall be the COMPLETE RENEGOTIATION
of the LICENSE CONTRACT FOR THE EXPLOITATION, ADMINSTRATION AND OPERATION OF GROUP “A” OF THE NATIONAL AIRPORT SYSTEM,
pursuant to Laws N° 25,561, 25,790, 25,820, 25,972, 26,077 and 26,204 and Decree N° 311/03.


 


3. SERVICE QUALITY SYSTEM


 


In order to maintain the quality in the
rendering of the services of GROUP “A” of the NATIONAL AIRPORT SYSTEM, the LICENSEE shall have to adapt to the standards
detailed in APPENDIX I in this MEMORANDUM OF AGREEMENT and meet them.


 


4. TARIFF CHART


 


4.1. The value of the charges for the aeronautical
services to be collected by the LINCESEE and other official institutions with the power to do so are included in APPENDIX II of
this MEMORANDUM OF AGREEMENT, and they will come into force from the moment the COMPLETE CONTRACT RENEGOTIATION AGREEMENT becomes
effective. Moreover, the tariff system approved by Decrees N° 577/02 y 1,910/02 shall continue in force and the authorized beneficiaries
mentioned in said Decrees shall continue to be the same ones.


 




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4.2. The tariff chart in APPENDIX II includes
the maximum amounts that the LICENSEE and other official institutions with the power to do so can collect for the invoicing of
the services rendered to USERS and AIR OPERATORS.


 


4.3. The prices for non aeronautical services
can be freely established by the parties according to the provisions of the rules in force for the LICENSE. The LICENSEE will have
to submit to ORSNA, in the form of affidavit, the information requested by ORSNA according to the procedures already established
or to be established regarding the agreements entered into on this subject within 30 (THIRTY) days as of its execution.


 


4.4. For the purposes of the previous clause,
non aeronautical services are those rendered by the LICENSEE, on his own or through third parties, by virtue of the LICENSE CONTRACT
and which are not included in the tariff chart included in Appendix II. Based on the current progress of the concession, we can
provide the following list of services, for the purposes of illustration:


 


a) Activities related to aero-commercial
transportation. Some of them can be developed by the same airlines and include: keeping the aircraft in hangars, aircraft maintenance,
pilot training, exploitation of exclusive spaces for airlines, air cargo, ramp services, catering services, air-taxi services,
fuel plants for aircraft and lubricant plants for aircraft.


 


b) Commercial exploitation of the
airport. These are the activities that have an indirect relationship with the aero-commercial activity, and include: fiscal
deposits, duty free shops, cuisine related activities, pre and post air transportation services, vehicle rent, vehicle
parking lot, shops, banks and Exchange stores; pay phone-centers, telephony and communications, passenger services
(insurance, luggage keeping services, luggage protection services, tourist information, hotel room booking, etc ) and
advertising and promotion.


 


c) Secondary activities developed at the
Airport. These include those services that are rendered to companies operating inside the airport, and are the following ones:
cleaning services, private security services and building maintenance services.


 


5. SPECIFIC ALLOCATION OF INCOME
OF THE LICENSE


 


5.1. The LICENSEE shall have to specifically
allocate monthly an amount in pesos equivalent to 15% (FIFTEEN PERCENT) of the total income of the LICENSE.


 


5.2. The use of funds stated in 5.1 shall be carried out
according to APPENDIX III.


 




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5.3. The amounts included in this clause
shall be accrued as of January 1, 2006 as detailed in APPENDIX III, but its effects shall be contingent upon the ratification of
the MEMORANDUM OF AGRREMENT by the NATIONAL EXECUTIVE POWER. From that moment what was established in clause 17.1 of the LICENSE
CONTRACT shall no longer be in force.


 


5.4. Under the terms included in APPENDIX
III, ORSNA is requested to draw up the calculation procedures and methodology for the specific allocation set forth herein.


 


6. INVESTMENT PLAN


 


6.1. The INVESTMENT PLAN for the 2006-2028
period of the LICENSE is detailed in APPENDIX IV of this MEMORANDUM OF AGREEMENT. This PLAN shall have to be performed under the
exclusive responsibility of the LICENSEE.


 


6.2. The execution of the INVESTMENT PLAN
for the 2006-2010 period shall have to commence as of the signature of the MEMORANDUM OF AGREEMENT. Said plan is composed of: (i)
necessary works to meet the standards defined regarding security and service quality and (ii) works that, although necessary, were
pending performance on part of the LICENSEE for different reasons at the moment of the signature of this MEMORANDUM OF AGREEMENT.


 


Once the MEMORANDUM OF AGREEMENT enters
into force during or after 2006, the compliance with the investment commitments shall be evaluated in the first five-year period,
taking into account a postponement equivalent to the time calculated as of January 1, 2006.


 


6.3. The INVENSTMENT PLAN for the remaining
years of the LICENSE (2011 - 2028) will be determined through five-year plans. For that period the amount of planned investments
has been calculated given the relation between the committed investments and the aeronautical incomes set in the offer made by
the LICENSEE, complemented by the remaining amount of the necessary investments pending performance that are planned to be concluded
in 2015.


 


In the event that the extension established
in clause 26.3 of the FOURTH PART comes into effect, the revision of the Investment Plan included in APPENDIX IV shall have to
done.


 


6.4. The FIVE-YEAR INVESTMENT PLANS shall
be approved, revised and controlled by ORSNA basing on the investment amounts provided in the INCOME AND EXPENSES FINANCIAL PROJECTION
detailed in APPENDIX V, and according to the procedure established in the following Point 8.


 




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6.5. In the ordinary and extraordinary revisions
of the INCOME AND EXPENSES FINANCIAL PROJECTION the fulfillment of the investments shall be weighted taking into account what is
shown in the INVESTMENT REGISTRY of the LICENSE.


 


6.6. The investments foreseen in the FIVE-YEAR
INVESTMENT PLANS shall have to be aimed, in all cases, to cover the operative necessities and the capacity and demand growth, and
to meet the international standards of quality and security, within GROUP “A” of the NATIONAL AIRPORT SYSTEM, so as
to guarantee the fulfillment of airports first level categorization criteria according to the standards established by the INTERNATIONAL
CIVIL AVIATION ORGANIZATION (ICAO) and the INTERNATIONAL AIR TRANSPORT ASSOCIATION (IATA).


 


6.7. Upon approval on part of ORSNA, the
following works shall be included at the expense of the LICENSEE: i) Consulting Program for environmental liabilities final diagnosis;
ii) Remediation of environmental liabilities included in the consulting program; iii) The works planned to be performed inside
the airport premises of the Jorge Newbery Airport, within the framework of the SETTLEMENT between the NATIONAL STATE and the Government
of the CITY OF BUENOS AIRES of August 23, 2004. Under no circumstances the terms set forth in this clause can imply the obligation
for the LICENSEE of undertaking more commitments than those established pursuant to the application of the terms in clauses 6.1
and 6.3.


 


6.8. Within 180 (ONE HUNDRED AND EIGHTY)
days the parties shall define the form of participation of the LICENSEE with relation to the policies that the appropriate authorities
will set forth, specially the MINISTRY OF DOMESTIC AFFAIRS and the AIRPORT SECURITY POLICE, regarding the fight against crime,
drug-dealing and terrorism.


 


6.9. ORSNA shall verify that the
commitments assumed by the NATIONAL STATE in the Agreements signed with the Provincial and/or Municipal States shall not be
altered due to the transfer of some airport object of the LICENSE.


 


6.10. The LICENSEE shall not commence works
that are not authorized by ORSNA and included in the corresponding INVESTMENT PLAN.


 


6.11. ORSNA shall be able to revise the
schedule designed in the INVESTMENT PLAN and to request the LICENSEE to anticipate planned works for that purpose or to include
some not scheduled work, without modifying the equilibrium of the contractual variables. Under no circumstances the abovementioned
terms can imply the obligation of the LICENSEE of assuming more investment commitments than those contemplated for the annual period.
In this context, ORSNA shall decide which works will be substituted in the plan and postponed for another period.


 




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6.12. In order to guarantee the performance
of the works, the investment guarantee in force is no longer effective. Annually and before March 31 of every year, the LICENSEE
shall have to create an investment guarantee with a value equivalent to 50% (FIFTY PERCENT) of the works annually planned.


 


Upon ORSNA authorization this amount shall
be reduced proportionally based on the evolution shown in the INVESTMENT REGISTRY.


 


ORSNA shall have to decide on the requests
for guarantee reduction submitted by the LICENSEE within 30 (THIRTY) days after the request was made. The creation of this Guarantee
shall not be invoked by the LICENSEE to reduce or avoid full performance of all the obligations within the frame of the LICENSE
CONTRACT.


 


6.13. Pledge of securities or goods and/or
mortgages, as well as guarantee bonds shall be offered as guarantee to the satisfaction of ORSNA.


 


7. PROCEDURES FOR THE APPROVAL OF THE INVESTMENT PLAN


 


7.1. The LICENSEE shall have to submit FIVE-YEAR
INVESTMENT PLANS before ORSNA, setting as term to make such presentation January 31 of the year previous to year in which the five-year
period would come into force. Once the FIVE-YEAR INVESTMENT PLAN has been submitted, ORSNA shall have to issue a decision on the
matter within a term of 90 (NINETY) days.


 


7.2. In the event ORSNA makes remarks to
the submission made and once they have been notified to the LICENSEE, the LICENSEE shall have 30 (THIRTY) days to make the corresponding
modifications.


 


7.3. In the event ORSNA makes remarks and
the LICENSEE does not present the modifications in the term established in the previous paragraph, such modifications shall be
done by ORSNA and then notified to the LICENSEE during the following 30 (THIRTY) days. Without prejudice to the foregoing, such
negative shall be considered a breach; therefore, it shall be subject to the corresponding sanctions.


 




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7.4. ORSNA, within 90 (NINETY) days as of the signature of this MEMORANDUM OF AGREEMENT, shall develop a
methodology for the presentation of the FIVE-YEAR INVESTMENT PLAN, which must be notified to the LICENSEE by any reliable means.


 


8. INVESTMENT REGISTRY


 


8.1. The INVESTMENT REGISTRY is set up within
the scope of the ORSNA. The investment works performed contemplated in the INVESTMENT PLAN shall be entered in this registry under
the signature of the LICENSEE. The INVESTMENT REGISTRY will show the physical and economic evolution of the INVESTMENT PLAN performed
by the LICENSEE. Furthermore, the amounts corresponding to the different events for LICENSE termination shall be considered as
the base to liquidate the LICENSEE. ORSNA shall decide on the information that said INVESTMENT REGISTRY must include.


 


8.2. The LICENSEE shall have to provide all
the necessary documentation and any other data or report requested by the ORSNA on this regard for the implementation and updating
of the registry.


 


9. PROCEDURE FOR THE PERMISSION, CONTROL,
AUTHORIZATION AND APPROVAL OF WORKS


 


9.1. For any planned work in Group “A”
Airports of the National Airport System, the LICENSEE shall have to comply with the terms of the corresponding applicable procedure,
which shall be determined by ORSNA.


 


9.2. Within a term of 90 (NINETY) days as of
the signature of the MEMORANDUM OF AGREEMENT, ORSNA shall issue the specific rules for the authorization of the works. In order
to comply with the aspects related to aviation security, upon approval, ORSNA shall give notice to the Airport Security Police.


 


9.3. The rules provided for in the preceding
item shall contemplate the PSA intervention before approval of the works, so that, within a peremptory term fixed by it, the PSA
can issue an opinion based on its scope of expertise. The same criterion shall be used to assign spaces to state agencies.


 




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10. MASTER PLAN


 


10.1. Within 120 (ONE HUNDRED AND TWENTY) days
as of the moment the MEMORANDUM OF AGREEMENT becomes effective, the NATIONAL STATE in the scope of its exclusive powers shall establish
through ORSNA the planning parameters (Plans on the Use of the Soil) which the LICENSEE shall have to respect in the drawing up
of the corresponding MASTER PLANS.


 


10.2. Within the following 180 (ONE HUNDRED
AND EIGHTY) days, the LICENSEE shall attach the MASTER PLAN which has to include the effects and impacts of the provisions contemplated
in this AGREEMENT.


 


10.3. Within a term of 90 (NINETY) days as of
the signature of the MEMORANDUM OF AGREEMENT, ORSNA shall issue the specific rules for the authorization of the MASTER PLANS. In
order to guarantee the participation of the users, said rules must be informed to the ADVISORY COMMITTEE OF ORSNA before their
approval.


 


11. JORGE NEWBERY AIRPORT


 


11.1. The LICENSEE agrees to maintain the Jorge
Newbery Airport in its present location during the remaining time of the LICENSE, pursuant to the guidelines contemplated in the
SETTLEMENT entered into between the NATIONAL STATE, through the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES and
the Government of the CITY OF BUENOS AIRES on August 23, 2004.


 


11.2.
The LICENSEE shall request the Aeronautical Authority to analyze the possibility of deviating flights, when in its own discretion,
those flights were affected as regards security.


 


12. GOBERNADOR DR. HORACIO GUZMAN AIRPORT


 


12.1. The parties declare that the
reasons for not Taking Possession of the Gobernador Dr. Horacio Guzmán Airport of the Province of JUJUY, which at present is
part of the GROUP “A” of the NATIONAL AIRPORT SYSTEM, are not attributable to them.


 


12.2. The LICENSEE waives the right to start
any kind of administrative and/or judicial claim against the LICENSOR directly or indirectly deriving from such situation, and
expressly accepts the possible removal of said airport from Group “A” of the NATIONAL AIRPORT SYSTEM according to the
decision adopted by the provincial authorities.


 




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12.3. The NATIONAL STATE shall agree with
the Province of JUJUY the delivery of the said airport to the LICENSEE within a term of 6 (SIX) months from the signature of
this MEMORANDUM OF AGREEMENT. In that case, the additional income and expenses shall be included in the INCOME AND
EXPENSES FINANCIAL PROJECTION.


 


12.3.1. If the NATIONAL STATE does not reach
an agreement with the Province of JUJUY in the term contemplated in clause 12.3, ORSNA shall formalize the removal of the mentioned
airport from Group “A”, although it will remain in National Airport System.


 


12.4. The economic impact and the influence
of the terms of this clause shall be considered by ORSNA so that the contract is not altered.


 


13. ABN AMRO BANK N.V. TRUST CONTRACT


 


13.1. It is herein decided that the LICENSEE
shall have to reformulate the Trust Contract concluded with ABN AMRO BANK N.V., Argentine Branch on May 3, 2002, pursuant to the
terms contemplated in APPENDIX VI of this MEMORANDUM OF AGREEMENT.


 


Before AA2000 and the banking entity can sign
the necessary documents to comply with the provisions of this clause, the NATIONAL TREASURY shall intervene.


 


13.2. Under no circumstances can the
rights and obligations arising from said contract affect the compliance with the contractual obligations of the LICENSEE.
Moreover, they are ineffective against the NATIONAL STATE.


 


13.3. The LICENSEE shall have to regularize
its situation in a term of 90 (NINETY) days as of the moment this AGREEMENT enters into force. ORSNA shall extend this term provided
that the LICENSEE decides the complete redemption of the corporate notes issued until now by the LICENSEE within the next 12 (TWELVE)
months. This redemption shall not affect neither the fulfillment of point 5 of the FOURTH PART, nor the performance of the INVESTMENT
PLAN contemplated in APPENDIX V herein.


 




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14. MUTUAL CLAIMS BETWEEN THE LICENSOR AND THE LICENSEE


 


14.1. The claims on the LICENSE pending resolution
until the date of these presents, made by the LICENSOR and the LICENSEE, considered as MUTUAL CLAIMS, are included in APPENDIX
VII that is part of this AGREEMENT. A special procedure has been agreed for the resolution of those differences.


 


14.1.1. The parties have agreed on a procedure
for the definitive resolution of MUTUAL CLAIMS pursuant APPENDIX VII in view of the circumstances that affected the LICENSE CONTRACT
and taking into account the effects of the special situation of the industry. The LICENSOR and the LICENSEE shall expressly desist
to continue the MUTUAL CLAIMS at the administrative, arbitral or judicial level for the complete renegotiation of the LICENSE CONTRACT,
according to the terms and conditions contemplated in point 2 and 3 of the THIRD PART of this MEMORANDUM OF AGREEMENT.


 


14.1.2. From the application of the procedure
mentioned before there is a credit balance for the LICENSOR that shall be cancelled as follows:


 


		A.	The equivalent to 22.96% (TWENTY-TWO POINT NINETY-SIX PERCENT)
of the total credit balance for the LICENSOR shall be paid by means of the allocation of 7% (SEVEN PERCENT) of the International
Airport Income. The duration of this allocation is contemplated in the SUBAPPENDIX VII-A or until the amount mentioned in this
paragraph (a) has been paid, whichever occurs first.



 


		B.	The equivalent to 18.61% (EIGHTEEN POINT SIXTY-ONE PERCENT)
of the total credit balance for the LICENSOR shall be paid by means of the delivery to the LICENSOR of corporate notes convertible
in separated common shares by a total nominal amount equivalent to the amount that that percentage represents, according to what
has been detailed in SUBAPPENDIX VII-B.



 


		C.	The equivalent to 58.43% (FIFTY-EIGHT POINT FORTY-THREE
PERCENT) of the total credit balance for the LICENSOR shall be paid by means of the delivery to the LICENSOR of callable preferred
shares of AEROPUERTOS ARGENTINA 2000 S.A., convertible in separated common shares, according to what has been detailed in SUBAPPENDIX
VII-C.



 




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14.1.3. If the LICENSEE defaults in the payments
referred in this point and in SUBAPPENDIX VII-A, or fails to implement the repayment mechanisms contemplated pursuant point 1,
FIFTH PART, of this MEMORANDUM OF AGREEMENT, and APPENDIX III: “Fund Allocation”, SUBAPPENDIX III-A “National
Airport System Improvement Trust” (Part II. B. Trust property for settlement of Mutual Claims), APPENDIX VII: “Mutual
Claims” and SUBAPPENDIXES VII-A: “Repayment Mechanisms”, VII-B: “Negotiable Obligations that can be converted
into Common Shares” and VII-C: “Preferred Shares that can be Redeemed and Converted into Common Shares”, within
the terms specified and according to the requirements and conditions stipulated therein, the ENFORCEMENT AUTHORITY shall have the
right of leaving without effect the COMPLETE CONTRACT RENEGOTIATION AGREEMENT and considering the LICENSE as terminated, and this
measure shall have retroactive effect.


 


In the event of default in the payments mentioned,
AA200 shall automatically owe the NATIONAL STATE, without any previous notice on its behalf, the unpaid amount resulting from the
balance for mutual claims established in SUBAPPENDIX VII-A, plus the corresponding interests and compensations.


 


14.1.4. Under no circumstances can
AA2000 reduce the interest in common shares of the NATIONAL STATE by means of future issuances and/or capital restructuring.
The situation of NATIONAL STATE in said company shall not be modified pursuant to the provisions of paragraph 14.1.2. and
SUBAPPENDIX VII-A.


 


14.2.
In order to simplify the procedures contemplated in the Resolutions ORSNA N°161/99 and N°271/99 that include AFIP clarifications
of 05/27/99, File ORSNA N°756/98, the LICENSEE requests ORSNA to take the corresponding actions before the signature of the
AGREEMENT so that the International Air Station Usage Rate (TUAI, (as per Spanish acronym))
be taxed with 0% VAT (ZERO PERCENT). From the moment of the application of such tax on the TUAI, the applicable procedure pursuant
Resolution ORSNA N° 199/98 shall be left without effect. By means of this resolution, a claim filed by the LICENSEE was sustained
in order to compensate the effect of having declared the TUAI VAT-exempt with the license fee to be paid for expired semester.


 


15. ACTIVITIES OF THE LICENSEE
AS OPERATOR


 


15.1. The LICENSEE shall participate as airport
operator in airport projects different from GROUP “A” of the NATIONAL AIRPORT SYSTEM, and it shall have to request
previously the authorization of the ENFORCEMENT AUTHORITY for those projects.


 


15.2. Under no circumstances can the
participation as airport operator cause a decrease of the service quality, affect the income of the LICENSE, or actually or
potentially affect the fulfillment of the contract obligations of the LICENSEE stipulated in the LICENSE CONTRACT, in the
MEMORANDUM OF AGREEMENT and in others rules in force.


 




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16. TECHNICAL EXPERT


 


16.1. For the initial period of the LICENSE
consisting of 5 (FIVE) years (from the first Act of Taking Possession), Technical Expert is the one previously authorized in the
License.


  


After that, any private shareholder who maintains
for at least 5 (FIVE) years an ownership percentage of not less than 10% (TEN PERCENT) of the corporate capital in the LICENSEE
shall be considered Technical Expert.


 


16.2. The requirement of maintaining 10%
(TEN PERCENT) of the shares in the possession of at least one private shareholder who proves at least the aforementioned
seniority shall be kept until the termination of LICENSE Any substitution of all the private shareholders who qualified
as Technical Expert must be approved previously by the ORSNA.


 


16.3. The LICENSEE can not merge nor divide during the term of the
LICENSE CONTRACT.


 


17. USE AND AVAILAVILITY OF SPACES


 


17.1.
In case of registering violations to the use and availability of spaces in the airport premises, and to guarantee full use and
enjoyment pursuant the exploitation right within the framework of the LICENSE CONTRACT, the LICENSEE, with grounds, shall request
ORSNA to start legal actions for the eviction of the occupiers of the licensed public domain, pursuant to the procedure of Law
N° 17,091. This request shall be made if a prejudice in the airport public service quality or inconveniences for the continuous
and correct rendering of the service can be proved.


 


18. CONTRACTS TO BE CONCLUDED WITH THIRD
PARTIES WHICH INCLUDE NEW INFRASTRUCTURE WORKS


 


18.1. In order to encourage the execution of
new works in the airports and upon authorization of ORSNA, the LICENSEE shall stipulate in the contracts concluded with third parties
for the rendering of services that require investment in new works, that these contracts continue in force even in the event of
early termination of the LICENSE, and the LICENSOR and/or whoever it appoints in that case shall subrogate the rights and obligations
of the LICENSEE.


 




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18.2. The grant of the authorization contemplated
in the previous paragraph shall be a discretionary power of the Administration.


 


19. APRON OPERATIONS


 


19.1. The LICENSEE shall be responsible for
the control and coordination of the operations and activities on apron, under the supervision of the Aeronautical Authority responsible
for the operational security. All this, without prejudice of the control functions that correspond to the PSA.


 


20. SLOTS


 


20.1. The NATIONAL STATE through the SECRETARIAT
OF TRANSPORT undertakes to regulate in a term of 180 (ONE HUNDRED AND EIGHTY) days from the signature of this MEMORANDUM OF AGREEMENT
a procedure for slot allocation that guarantees objective criteria for distribution, efficient rendering of the service and optimal
use of the airport infrastructure. In order to collect and incorporate in the regulation the experience acquired on the subject,
the ARGENTINE AIR FORCE (“Fuerza Aérea Argentina”), ORSNA and the LICENSEE shall participate in the
discussion process. Furthermore, the CHAMBER OF AIRLINE COMPANIES OF THE ARGENTINE REPUBLIC (JURCA (as per Spanish abbreviation))
and the INTERNATIONAL AIR TRANSPORT ASSOCIATION (IATA) shall be invited to participate, by means of the appointment of one representative
for each entity, in representation of the airline companies.


 


21. PAYMENT OF AIRPORT CHARGES AND RESOURCES


 


21.1. LEASE income and the effective collection
of the airport charges are essential for the sustainability of the national airport service.


 


21.2. Within 180 (ONE HUNDRED AND EIGHTY)
days following the signature of this MEMORANDUM OF AGREEMENT, ORSNA shall issue the Regulation for the Approval and
Certification of the debts of the Air Operators. This term shall be extended by ORSNA, with grounds, for a period of 60
(SIXTY) running days.


 




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21.2.1. The LICENSEE shall be able to
request ORSNA to issue a Debt Certificate for default in payment of the airport charges on part of the AIR OPERATORS. In this
regard, the LICENSEE shall have to submit to ORSNA the accounting certification of the debt for airport charges
together with the written proof of the flight issued by the ARGENTINE AIR FORCE.


 


21.2.2. The regulation shall foresee the creation
of a common data base that shall be consulted at any time by the ORSNA, the ARGENTINE AIR FORCE and air operators.


 


21.3. After 90 (NINETY) days from the signature
of this MEMORANDUM OF AGREEMENT, ORSNA shall issue, in prior coordination with the corresponding governmental bodies, the regulation
that includes an appropriate procedure to guarantee the anticipated payment of the expenses deriving of the air operation (charges)
on part of those air operators who keep debts for that concept with the ARGENTINE AIR FORCE, other state institutions and the LICENSEE
during a time longer than 30 (THIRTY) days. This term shall be extended by ORSNA, with grounds, for a period of 60 (SIXTY) running
days. In order to guarantee the participation of the users, said regulation shall be informed to the ADVISORY COMMITTEE OF ORSNA
before its approval.


 


21.4. The regulation must guarantee the right
to intervene of all the interested parties and the due process.


 


22. PENALTIES SYSTEM


 


22.1. Within a term of 180 (ONE HUNDRED AND
EIGHTY) days from the signature of this MEMORANDUM OF AGREEMENT, ORSNA shall approve a Regulation on Airport Infractions and Penalties
applicable to all the persons that carry out activities in the airport. In order to guarantee the participation of the users, said
regulation shall be informed to the ADVISORY COMMITTEE OF ORSNA before its approval. All this, without prejudice of the specific
functions and powers that under the rules in force correspond to the PSA.


 


23. MEDICAL SERVICE


 


23.1. For the purpose of regulating the medical
assistance service rendered to the users and people who perform activities inside the airports that form part of GROUP “A”
of the NATIONAL AIRPORT SYSTEM, ORSNA shall issue the appropriate regulation that will determine the relations between the parties
and its financing within 180 (ONE HUNDRED AND EIGHTY) days after the signature of this MEMORANDUM OF AGREEMENT. In order to guarantee
the participation of the users, said regulation shall be informed to the ADVISORY COMMITTEE OF ORSNA before its approval.


 




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24. INCOME AND EXPENSES FINANCIAL PROJECTION


 


24.1. The INCOME AND EXPENSES FINANCIAL
PROJECTION of the LICENSE for the period 2006-2028 is detailed in APPENDIX V. This INCOME AND EXPENSES FINANCIAL PROJECTION
reflects the projection of all income, operational expenses, investment obligations of the LICENSE and repayment
mechanisms stipulated for the repayment of the balance of MUTUAL CLAIMS herein established. It has been prepared in
pesos.


 


The resulting amounts for sanctions for non-compliances
on part of the LICENSEE shall not be considered as expenses for the evaluation of the INCOME AND EXPENSES FINANCIAL PROJECTION.


 


25. REGULATORY ACCOUNTING SYSTEM


 


25.1. ORSNA shall be in charge of implementing a REGULATORY ACCOUNTING
SYSTEM.


 


25.2. In a term of 180 (ONE HUNDRED AND EIGHTY)
days from the signature of this
MEMORANDUM OF AGREEMENT, ORSNA shall issue the Regulation of the REGULATORY
ACCOUNTING SYSTEM. This term shall be extended by ORSNA, with grounds, for a period of 60
(SIXTY) running days. This Regulation shall include a regulatory accounting manual to define the
appropriate technical criteria compatible with the generally accepted accounting principles, so as to
have reliable information homogeneous with respect to the entries of the LICENSEE regarding
income, costs and expenses of the services and investments under the regulation, as well as
information on the demand for said services and investments under the regulation in a permanent
and standardized way. Furthermore, the content of the manual shall deal with the definition, uses,
assessment and treatment of assets, liabilities, earnings and investments, accounting structure of
the information and methodology of the accounting analysis related to the rendering of the services
under the regulation.


 


25.3. So as to comply with the terms stipulated
in the preceding paragraph 25.1, the LICENSEE shall provide ORSNA with the information with the degree of detail requested by the
institution for the REGULATORY ACCOUNTING SYSTEM application.


 




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26. PUBLIC OFFERING OF SHARES


 


26.1. From the moment the AGREEMENT becomes
effective, the LICENSEE is authorized to make public offering of the shares and to list shares on Buenos Aires Stock Exchange
and others stock exchanges of the country in compliance with the requisites provided by the National Securities Commission (“Comisión
Nacional de Valores”) and the rules in force on the subject, as
well as on other well-known markets. To that end, it must fulfill all the necessary formalities for the placement of a maximum
of 30% (THIRTY PERCENT) of its corporate capital within the following year, as of the moment the MEMORANDUM OF AGREEMENT becomes
effective.


 


26.2. At all times the public offering must
follow, implement and respect the principles, rights, obligations, duties and rules established by Decree N° 677/01, Public
Offering Transparency System.


 


26.3. Upon intervention of the Enforcement
Authority and authorization of the LICENSOR pursuant Clause V 2 of the original CONTRACT, the term of the LICENSE shall be extended
for a period of 10 (TEN) years at the moment the public offering of shares becomes effective.


 


27. INSURANCE POLICIES


 


27.1. The
minimum amount of insurance for general liability pursuant the terms of clause 18 of the LICENSE CONTRACT shall not be less than
$ 300,000,000 (THREE HUNDRED MILLION PESOS). This amount shall be kept constant during the whole term of the CONTRACT according
to the evolution of the international air station usage rate.


 


27.2. Within 30 (THIRTY) days from the signature
of the MEMORANDUM OF AGREEMENT the
LICENSEE shall prove before ORSNA the taking out of the policies pursuant the terms of
paragraph 27.1.


 


28. PERFORMANCE BOND


 


28.1. It is herein established that the
LICENSE CONTRACT guarantees apply to the performance of the obligations undertaken by the LICENSEE in the COMPLETE CONTRACT
RENEGOTIATION AGREEMENT.


 




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28.2. Pursuant to the terms established in
the LICENSE CONTRACT, the LICENSEE shall have to
maintain a performance bond. Said guarantee shall amount $ 30,000,000 (THIRTY MILLION
PESOS).


 


28.3. The amount established in paragraph 28.2
shall be kept constant during the whole term of
the LICENSE, basing on the registered evolution of the international air station usage rate.


 


28.4. The creation of this guarantee shall
not be invoked by the LICENSEE to reduce or avoid full performance of all the obligations within the framework of the LICENSE CONTRACT.


 


28.5. Pledge of securities or goods and/or
mortgages, as well as guarantee bonds shall be offered as guarantee to the satisfaction of ORSNA.


 


29. GUIDELINES AND MECHANISMS FOR THE REVISION
OF INCOME AND EXPENSES FINANCIAL PROJECTION


 


29.1. The INCOME AND EXPENSES PROJECTION included
in APPENDIX V of this MEMORANDUM, reflects the estimated income, operational expenses, investments and obligations of the LICENSE.
The purpose of the annual ordinary revision mechanism is to verify and preserve the equilibrium among the projection variables.


 


29.2. The REVISION
MECHANISM shall be carried out on March of each year, becoming operative as of April 1. The
fist revision shall be performed on March of 2008.


 


29.3. Within 90 (NINETY) days from the signature
of this MEMORANDUM OF AGREEMENT,
ORSNA shall refer for the approval of the SECRETARIAT OF TRANSPORT an administrative act
project which includes the mechanisms and procedures for the revision of the INCOME AND
EXPENSES FINANCIAL PROJECTION of the LICENSE and the guidelines and conditions for the
revision process. This regulation shall consider:


 


The percentage of specific allocation of income
and the relation between direct investments for account of the LICENSEE and its total income, of every year, In the event of modifications
between different periods, a representative discount rate shall be applied, which shall be established by ORSNA in the regulation.


 




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29.4. If the international passenger traffic
exceeds the forecasts considered in the Income and Expenses Financial Projection, the aforementioned procedure shall contemplate
that decreases shall be stipulated in the Annual Ordinary Revisions for an annual term in the rates to be paid by the air operators
for international flights. This decrease shall be applied until reaching an approximate maximum discount of 30% in relation to
the values actually in force, considering the maximum actual entries of the previous year and guaranteeing the equilibrium of the
contractual financial and economic equation. These discounts shall only be applicable to those air operators who have expressly
and directly declared their consent regarding the renegotiation, the tariff system and chart (without implying a necessary requisite
for the legal effect) within 30 days before the decree ratifying the Complete Renegotiation Agreement.


 


29.4. When the Income and Expenses Financial
Projection is carried out, the ORSNA shall analyze the convenience and suitability of the following actions:


 


a) Promote a rate decrease system of at least
25% for the airline companies that start to offer new flights after the aforementioned revision, with the purpose of stimulating
the growth of the number of international operations of airlines in Argentina  – in the licensed airports.


 


b) Extend the decrease in rates if the passenger
traffic exceeds the forecasts considered in the contract. For each percentage point of growth above the forecasts, a three-percentage-point
discount shall be applied to international rates of the airlines, with a maximum discount of 15%.


 


c) Propose a rate rebalancing system to guarantee
the protection of the user of the domestic aero-navigation system and the systemic competitiveness of the navigation model, with
the purpose of: i) promoting domestic transportation with discounts and/or elimination of the usage rate for the domestic air-station,
ii) reducing the international rates paid by the airlines, by a 30%; and iii) readjusting the usage rates for the international
air-station.


 


The provisions
of the present clause shall comply with the provisions of clauses 29.1, 29.2 and 29.3.


 


30. ESCROW


 


30.1. The LICENSEE shall be able to assign its
escrow income derived from the LICENSE in order to obtain the resources for the fulfillment of its obligations. This assignment
shall neither affect the specific allocation of income of the LICENSE stipulated in Appendix III of this MEMORANDUM, pursuant to
point 5 of said memorandum, nor affect the resources estimated for financing the Investment Plan detailed in Appendix IV of this
presents. If the escrow is constituted by means of a trust it shall remain in force even in the event of the early termination of
the LICENSE CONTRACT, as long as the allocation and destiny of the funds are audited by the NATIONAL STATE and/or the consulting
company hired for such purpose to the satisfaction of the NATIONAL STATE.


 




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30.2. Said escrow shall be previously authorized
through a grounded resolution by ORSNA, which shall also be responsible for auditing the use of funds.


 


30.3. Under no circumstances shall the aforementioned
escrow cause a reduction in service quality, neither shall it affect the fulfillment of the contractual obligations of the LICENSEE.
Moreover, it shall recognize the LICENSOR’S powers and prerogatives stipulated in the LICENSE CONTRACT and guarantee the
non-execution of rights or actions threatening the continuity of the airport public service.


 


30.4. The LICENSEE shall not have the right
to compensation for escrow investments before the end of the escrow. Upon the end of the escrow, the LICENSEE shall be paid the
corresponding compensation with the deduction of the amounts for which the income escrow became effective.


 


31. PROGRAM FOR THE DEFENSE AND INTEGRATION
OF PHYSICALLY CHALLENGED USERS


 


The LICENSEE shall have to implement a program
to provide all the airports under the license with the necessary resources and mechanisms for the proper movement of physically
challenged people inside Group “A” of the National Airport System. All of the foregoing shall be done in order to
provide and guarantee an appropriate service access. In this regard the LICENSEE, within 90 (NINETY) days from the signature
of this MEMORANDUM OF AGREEMENT, shall submit to ORSNA a schedule with a list of the proposed activities. ORSNA shall have a term
of 30 days as of the submission for its discussion and resolution. In order to obtain and include the specific problems of disabled
users, ORSNA shall request the ASSOCIATION IN DEFENSE OF THE DISABLED CONSUMER (“Asociación Civil en Defensa del
Consumidor Discapacitado”) (ADECODIS (as per Spanish abbreviation)) to make the corresponding remarks. The program
shall be approved by ORSNA before it becomes effective and it shall be commenced within 30 (THIRTY) days following its approval.


 




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FIFTH PART


 


1. NATIONAL AIRPORT SYSTEM IMPROVEMENT TRUST


 


1.1. By means of these presents we request the
SECRETARIAT OF TRANSPORT to implement the NATIONAL AIRPORT SYSTEM IMPROVEMENT TRUST pursuant the guidelines contemplated in SUBAPPENDIX
III-A herein within a term of 120 (ONE HUNDRED AND TWENTY) days from the moment the MEMORANDUM OF AGREEMENT enters into force.


 


SIXTH PART


 


COMPLETE CONTRACT RENEGOTIATION
AGREEMENT 


 


1. CONDITIONS


 


1.1. For the effect of the COMPLETE CONTRACT
RENEGOTIATION AGREEMENT the following conditions shall be complied with:


 


1.1.1. Fulfillment of the procedures contemplated
in Laws N° 25,561, 25,790, 25,820, 25,972, 26,077 and 26,204; the Decree N° 311/03 and the Joint Resolution N° 188/2003
and 44/2003 of the Ministries of ECONOMY AND PRODUCTION, and of FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES.


 


1.1.2. The presentation of the duly certified
and legalized instruments provided for in the THIRD PART of the present MEMORANDUM OF AGREEMENT.


 


1.1.3. The submission of the Policies and Performance
bonds to the satisfaction of ORSNA, pursuant to the terms of points 27 and 28 of the FOURTH PART of these presents.


 


1.1.4. The submission of the Minutes of the
Board of Directors and Shareholders’ Meeting of the LICENSEE which approve and authorize the signature of the AGREEMENT.


 


1.2. Upon compliance of those requirements,
the conditions to promote the issuance of the Decree of the National Executive Power that ratifies the COMPLETE CONTRACT RENEGOTATION
AGREEMENT shall be met. Once the Decree has been issued, the stipulations included in the AGREEMENT shall become effective.


 




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2. NON-FULFILLMENT


 


2.1. In case of non-fulfillment on part of
the LICENSEE in relation with the obligations undertaken under the MEMORANDUM OF AGREEMENT, it shall be subject to the corresponding
sanctions. In case there are no express provisions for such sanctions, ORSNA shall determine them pursuant to the terms of the
LICENSE AGREEMENT and the rules in force.


 


2.2. The sanctions applied for breach of the
CONTRACT shall be proportional to those stipulated
for similar situations in the rules in force.


 


3. PROCESSES IMPLEMENTATION AND FOLLOW-UP


 


3.1. UNIREN shall be in charge of giving impulse
to the procedures to ratify the present COMPLETE CONTRACT RENEGOTIATION AGREEMENT, and intervene in those requirements made by
the LICENSOR or LICENSEE in relation with their duties.


 


3.2. Upon ratification of the COMPLETE CONTRACT
RENEGOTIATION AGREEMENT by the National Executive Power, the SECRETARIAT OF TRANSPORT and ORSNA, within their powers, shall perform
the acts and develop the procedures necessary for the instrumentation, execution and fulfillment of the provisions herein included.


 


3.3. Within a term of 90 (NINETY) days from
the approval of the COMPLETE CONTRACT RENEGOTIATION AGREEMENT by the NATIONAL EXECUTIVE POWER, ORSNA shall issue the integrated
and amended text of the LICENSE CONTRACT, including the terms and conditions decided by said AGREEMENT. Moreover, it shall submit
the AGREEMENT for the approval by the NATIONAL EXECUTIVE POWER. In this regard, ORSNA shall make to the UNIREN and the LICENSEE
the consults and requirements that it considers as necessary.


 


3.4. The Parties agree that any controversy
related to the construal or execution of this MEMORANDUM OF AGREEMENT, 55the COMPLETE CONTRACT RENEGOTIATION AGREEMENT and the
LICENSE CONTRACT shall be filed and settled before the Federal Courts of the CITY OF BUENOS AIRES, expressly waiving any other
jurisdiction or venue that could correspond.


 


3.5. The LICENSEE undertakes not to promote
the issuance of preliminary injunctions in its favor or any other action against the NATIONAL STATE related to the LICENSE AGREEMENT
before any other courts than the ones established in the previous paragraph 3.4.


 




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3.6. In case this renegotiation is not approved,
all what has been herein agreed does not imply justifying delays, inefficiencies or non-fulfillments of the LICENSE rules on part
of any of the Parties before or after the signature of these presents. Moreover, it does not imply waiver or abandonment, on part
of the LICENSOR or LICENSEE, of the administrative or judicial actions which they consider to be entitled to for the actual non-fulfillments
or circumstances occurred before the date of this MEMORANDUM OF AGREEMENT.


 


4. ENFORCEMENT AUTHORITY


 


As from the approval of the MEMORANDUM OF AGREEMENT,
the ENFORCEMENT AUTHORITY of the CONTRACT shall be the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENTS AND SERVICES OF THE NATION,
through the SECRETARIAT OF TRANSPORT. ORSNA shall have the function of Regulating and System Controlling Institution. The ENFORCEMENT
AUTHORITY shall promote the issuance of the corresponding administrative acts to determine the powers and the correct division
of the functions among the aforementioned institutions.


 


5. CONTRACTUAL PROVISIONS


 


The terms and conditions of the LICENSE CONTRACT
that have not been modified and do not oppose to this MEMORANDUM OF AGREEMENT are still into force.


 


In witness whereof, 3 (THREE) copies of the
same tenor and to only one effect are signed in the place and on the date stated in the heading.


 




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APPENDIX I


 


AIRPORT STANDARDS / SERVICE QUALITY


 


A. AIRPORT STANDARDS


 


As regards the design, building,
operation, administration, maintenance, renewal, improvements, building development, equipment, fittings and systems typical
of the airport activity, the applicable standards shall be the ones reasonably established by the National Airport System
Regulating Institution –  ORSNA –  according to the following guidelines:


 


		1.	They shall be materially analogous to the ones established
in the Airport Development Reference Manual of the IATA and by the ICAO, pursuant to the Chicago Convention of 1944 (appendixes
2.4, 6, 10, 11, 12, 14, 15, 16, 17, 18.).



 


		2.	Other airports located abroad shall be taken as reference,
based on their type, size and passenger traffic.



 


		3.	The equipment shall fulfill the standards of the equipment
quality tests carried out by the United States of America.



 


		4.	Consideration of the standards of Annex IX of the ICAO
(FACILITATION).



 


B. SERVICE QUALITY


 


The ORSNA shall carry out its own convenience
assessment and shall have the right to perform inspection activities in all the airports managed by the LICENSEE. The ORSNA does
not need to notify in advance the aspects that will be object to inspection. Such inspections shall be carried out with a minimum
frequency of a year for each airport with a passenger movement higher than 750,000 (SEVEN HUNDRED AND FIFTY THOUSAND).


 




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APPENDIX II


 


CHARGE SCHEDULE


 


Landing Fees


 


International Flights


  


	US$
    per ton	 	Airport
    Category	 
	Aircraft
    weight (tons)	 	I	 	 	II	 	 	III	 	 	IV	 
	5- 30 tons	 	 	4.62	 	 	 	2.75	 	 	 	1.65	 	 	 	1.65	 
	31- 80 tons	 	 	5.28	 	 	 	3.30	 	 	 	1.93	 	 	 	1.93	 
	81- 170 tons	 	 	6.49	 	 	 	3.96	 	 	 	 	 	 	 	 	 
	> 170 tons	 	 	7.19	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum fee	 	 	20.00	 	 	 	10.00	 	 	 	6.00	 	 	 	6.00	 
	Surcharge
    for an operation out of the normal timetable	 	 	260.00	 	 	 	188.00	 	 	 	120.00	 	 	 	120.00	 
	Surcharge for night
    air field lighting	 	 	30	%	 	 	30	%	 	 	30	%	 	 	30	%





 


Domestic Flights


  


	US$
    per ton	 	Airport
    Category	 
	Aircraft weight (tons)	 	I	 	 	II	 	 	III	 	 	IV	 
	5- 30 tons	 	 	1.05	 	 	 	0.67	 	 	 	0.43	 	 	 	0.26	 
	31- 80 tons	 	 	1.14	 	 	 	0.76	 	 	 	0.52	 	 	 	-	 
	81- 170 tons	 	 	1.26	 	 	 	0.88	 	 	 	-	 	 	 	-	 
	> 170 tons	 	 	1.47	 	 	 	-	 	 	 	-	 	 	 	-	 
	Minimum fee	 	 	14.10	 	 	 	10.70	 	 	 	7.10	 	 	 	3.60	 
	Surcharge for an operation out of the normal timetable	 	 	260.00	 	 	 	188.00	 	 	 	120.00	 	 	 	68.00	 
	Surcharge for night air field lighting	 	 	30	%	 	 	50	%	 	 	30	%	 	 	30	%





 


This charge shall be paid by all commercial
aircrafts that render regular or non-regular services, and also by the private aviation sector in general, with the exception of
those smaller aircrafts that weigh less than 2 tons.


 


		•	Landing surcharge



 


International Flights


 


Rush-hour surcharge equal to a 50% of the landing
fee, which would only be applied to international flights that land in Jorge Newbery Airport in the following hours: from 6 to
10 am, and between 6.30 and 9.30 pm for all operations, from Monday to Friday.


 




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Domestic Flights


 


Rush-hour surcharge equal to a 50% of the landing
fee, which would only be applied to domestic flights that land only in Jorge Newbery Airport in the following hours: from 6 to
10 am, and between 6.30 and 9.30 pm for all operations, from Monday to Friday.


 


Aircraft Parking Fee


 


International Flights


  


	US$ per ton per hour or fraction	 	 Airport Category	 
	Aircraft weight (tons)	 	EZE/AEP	 	 	I	 	 	II	 	 	III	 	 	IV	 
	5- 80 tons	 	 	0.28	 	 	 	0.14	 	 	 	0.10	 	 	 	0.08	 	 	 	0.08	 
	81- 170 tons	 	 	0.39	 	 	 	0.16	 	 	 	0.11	 	 	 	0.09	 	 	 	-	 
	> 170 tons	 	 	0.80	 	 	 	0.18	 	 	 	0.12	 	 	 	-	 	 	 	-	 
	Minimum fee	 	 	6.00	 	 	 	4.00	 	 	 	2.00	 	 	 	2.00	 	 	 	2.00	 





 


EZE: Ministro Pistarini-Ezeiza


AEP: Jorge Newbery Airport


 


This charge shall be paid by all commercial
aircrafts that render regular or non-regular services, and also by the private aviation sector in general, with the exception of
those smaller aircrafts that weigh less than 2 tons.


 


There will be no free-parking time in any airport.


 


Charge for Ezeiza and Aeroparque for aircraft
parked only in an operative apron; for aircraft parked in a remote apron, the applicable charge shall be the one corresponding
to Category I.


 


Domestic Flights


  


	US$ per ton per hour or fraction	 	 Airport Category	 
	Aircraft weight (tons)	 	EZE/AEP	 	 	I	 	 	II	 	 	III	 	 	IV	 
	5- 80 tons	 	 	0.17	 	 	 	0.10	 	 	 	0.08	 	 	 	0.06	 	 	 	0.04	 
	81- 170 tons	 	 	0.23	 	 	 	0.13	 	 	 	0.10	 	 	 	0.08	 	 	 	-	 
	> 170 tons	 	 	0.30	 	 	 	0.17	 	 	 	0.12	 	 	 	-	 	 	 	-	 
	Minimum fee	 	 	7.90	 	 	 	5.20	 	 	 	3.30	 	 	 	2.40	 	 	 	1.50	 





 




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EZE: Ministro Pistarini-Ezeiza


AEP: Jorge Newbery Airport


 


This charge shall
be paid by all commercial aircrafts that render regular or non-regular services, and also by the private aviation sector in general,
with the exception of those smaller aircrafts that weigh less than 5 tons. These aircrafts
shall only pay this charge when parking time is higher than 15 days within a month.


 


There will be no free-parking time in any airport.


 


Charge for Ezeiza and Aeroparque for aircraft
parked only in an operative apron; for aircraft parked in a remote apron, the applicable charge shall be the one corresponding
to Category I.


 


Air Station Usage Fee


 


International Flights


  


	Per boarded passenger	 	Airport Category	 
	 	 	I	 	 	II	 	 	III	 	 	IV	 
	In effect from 01/01/1998	 	US$ 	18.00	 	 	US$ 	13.00	 	 	US$ 	13.00	 	 	US$ 	13.00	 



 


The following people shall not pay this fee:
small children, diplomats and in-transit passengers.


 


Passengers traveling in international flights
between the city of Buenos Aires and the Republic of Uruguay shall pay an amount equivalent to US$ 8.00 as air station usage fee.


 


Passenger traveling in regional flights, with
covered distances shorter than or equal to 300 km., shall pay an amount equivalent to US$ 8.00 as air station usage fee.


 




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For the purpose of exclusion of the application
of the Air Station Usage Fee, small children shall be those who are not yet three years of age, for domestic flights, and children
who have not turned two years of age yet, for international flights.


 


“In-transit passenger” is the one
who arrives at the airport, makes a stop-over and continues the trip in the same flight. This concept does not include the “passenger
in transfer”, who is the one that arrives at the airport and continues the trip an a different flight, and who shall pay
this fee.


 


Domestic Flights


  


	Per boarded passenger	 	Airport Category	 
	 	 	I	 	 	II	 	 	III	 	 	IV	 
	 	 	US$	5.0	 	 	US$	3.50	 	 	US$	3.50	 	 	US$	3.50	 


 


The following people shall not pay this fee:
small children, and in-transit passengers.


 


“In-transit passenger” is the one
who arrives at the airport, makes a stop-over and continues the trip in the same flight. This concept does not include the “passenger
in transfer”, who is the one that arrives at the airport and continues the trip an a different flight, and who shall pay
this fee.


 


Safety Fee


 


International Flights


 


US$ 2.50 fee per international boarded passenger.
The following people shall not pay this fee: small children, and in-transit passengers.


 


Domestic Flights


 


US$ 1.00 fee per domestic boarded passenger.
The following people shall not pay this fee: small children, and in-transit passengers.


 




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Single Airport Fee for Migration and Customs Services


 


International Flights


 


A US$ 10 Single Fee is applied per international boarded passenger.


 


Regional Flights 


 


Single Fee of US$ 6.


 


It shall be applied to international
passengers traveling in regional flights whose final destination is a foreign airport located at a distance shorter than 300
km in a straight line from the departing Argentinean aerodrome.


 


Telescopic Jet way Usage Fee


 


International Flights


 


	For each half an hour or fraction	 	Airports	 
	 	 	Ezeiza	 	 	Others	 
	Per aircraft	 	US$	50.00	 	 	US$	50.00	 



 


Domestic Flights


  


	For each half an hour or fraction	 	Airports	 
	 	 	Ezeiza	 	 	Others	 
	Per aircraft	 	US$	50.00	 	 	US$	50.00	 


 


In-Route Flight Protection Fee


 


International Flights


 


	Aircraft weight (MTOW)	 
	< 20 tons	US$ 0.03 x √P
	21-40 tons	US$ 0.04 x √P
	41-100 tons	US$ 0.05 x √P
	> 100 tons	US$ 0.055 x √P
	P: Aircraft Weight


 


Applicable to regular and non-regular transportation
aircraft, per covered kilometer and ton of weight.


 




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Domestic Flights


 


Aircraft weight in tons. (MTOW) Fee in US$ per ton. - Covered kilometers


Each ton x 0,0035 x covered kilometers = TPV (domestic)


 


Applicable to regular and non-regular
transportation aircrafts (passengers, cargo and mail), and to the private aviation sector in general, per covered kilometer
and ton of weight.


 


Landing Support Fee


 


International Flights


 


	Aircraft weight (MTOW)	 
	< 20 tons	US$ 0.20 / ton
	21-40 tons	US$ 0.40 / ton
	41-100 tons	US$ 0.60 / ton
	>100 tons	US$ 0.80 / ton


 


This Fee is cumulative per weight band. Example:
if an aircraft weighs 318 tons, the first 20 tons are calculated at US$ 0.20 each, the following 20 tons are calculated at US$
0.40 each, the next 60 tons are calculated at US$ 0.60, and the remaining 218 tons, at US$ 0.80 each.


 


This charge is only applicable in those airports
that have their own services and equipment to support landing tasks, that is to say: terminal radars and / or instrument approach
systems (ILS).


 


Domestic Flights


 


A fee equivalent to a 50% of the landing support
fee for international flights shall be applied, under the same applicability conditions.


 




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APPENDIX III




 


FUND ALLOCATION PURSUANT
TO CLAUSE FIVE


 


FIRST CATEGORY


 


•           11.25% Trust for Works of the National
Airport System (Pursuant to Sub-Appendix III A). A 30% (thirty per cent) shall be previously discounted from such funds, to be deposited
in an account payable to the ANSES.


 


SECOND CATEGORY


 


•           1,25% Fund for studies, control and
regulation of the LICENSE, which shall be administered and managed by the ORSNA.


 


•           2.5% Trust for Works of the GROUP “A”
of the National Airport System (Pursuant to Sub-Appendix III A).


 


The ORSNA and/ or the TRANSPORTATION DEPARTMENT
can instrument sub-accounts for the purpose of implementing the corresponding cash flow allocation.


 


Likewise, the ORSNA shall, within a period
of 120 (one hundred and twenty) working days after this MEMORANDUM OF AGREEMENT came into effect, establish a proceeding for the
calculation and oversight of the allocated amounts based on the provided elements, pursuant to the Regulatory Accounting System.


 


Such proceedings shall take into account the
treatment and method of payment of the accrued amounts from January, 2006 to the trust creation date, as well as the advanced payments
the LICENSEE could have made.


 




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SUB-APPENDIX
Ill-A


 


NATIONAL AIRPORT SYSTEM IMPROVEMENT TRUST


 


Terms and conditions


 


		I.	General terms and conditions for all property subject
to the National Airport System Improvement Trust.



 


Trustor: AEROPUERTOS ARGENTINA 2000 S.A.




 


Trustee: Banco
de la Nación Argentina.




 


Beneficiary: NATIONAL STATE.


 


Investments: the trustee shall only
invest the trust property in: (i) fixed term deposits in pesos or US dollars in Argentinean leading financial institutions; (ii)
private securities with public offer that have at least an international “AA” risk-scoring; and (iii) mutual funds
that invest the assets of the fund in fixed term deposits or private securities that have at least an international “AA”
risk-scoring.


 


Fiduciary accounts: they are the accounts
opened in the Banco de la Nación Argentina on behalf of the trust and to the order of the trustee. A fiduciary account shall be
opened for each property assigned in trust, pursuant to its terms and conditions.


 


Applicable Law: the trust shall be subject
to the Law in force in the Republic of Argentina.




 


Usual Clauses: the trust contract shall have the standard clauses
for this type of contracts, including the trustor and trustee’s statements and guaranties, the trustor and
trustee’s obligations, withdrawal and removal of the trustee, expenses, taxes, rendering of accounts and all provisions
covered by Law 24.441.


 


		II.	Special terms and conditions for all property subject
to the National Airport System Improvement Trust.



 


		A)	Trust
property for studies, control and regulation of the License.



 


		(i)	Usage of this trust property:
this trust property shall be used for studies, control and operation expenses of the ORSNA related to the regulation of the LICENSE,
in execution of its duties.



 




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		(ii)	Trust property:
the trustor shall transfer to the trustee, on a monthly basis, on fiduciary ownership, the right to receive the 1.25% of the total
income of AEROPUERTOS ARGENTINA 2000 S.A. The proceeds of the investments made by the trustee with the liquid funds and all rights,
interests and increases resulting from these, shall also be part of the trust property.



 


		(iii)	Beneficiary: the
ORSNA



 


		(iv)	Term: the property
shall be assigned in trust for 30 years, and this term shall be cancelled if the LICENSE is terminated for any reason.



 


		B)	Trust property for settlement of Mutual Claims.



 


		(i)	Usage of this trust property: the trust property
shall be used to pay the balance for MUTUAL CLAIMS to the benefit of the NATIONAL STATE, providing that such amount arises from
the documents related to the license contract renegotiation between AEROPUERTOS ARGENTINA 2000 S.A. and the NATIONAL STATE.



 


		(ii)	Value: the amount
to be settled with the trust property is of $ 195,000,000.



 


		(iii)	Trust property:
the Trustor shall transfer to the trustee, on fiduciary ownership, the right to get 7% of the income received by AEROPUERTOS ARGENTINA
2000 S.A. as international airport charges (charges in US dollars). The trustor shall transfer such amounts to the corresponding
fiduciary accounts. The proceeds of the investments made by the trustee with the liquid funds and all rights, interests and increases
resulting from these, shall also be part of the trust property.



 


		(iv)	Trust property administration:
the Trustee shall be responsible for the administration of the trust property (with the exclusive usage described in paragraph
(i) above), pursuant to the instructions given by the TRANSPORTATION DEPARTMENT.



 


		(v)	Compensatory interests:
the balance shall accrue a compensatory interest equivalent to an annual 2%, which shall be paid on a monthly basis over the unpaid
amounts. Payment date for the compensatory interests shall be the first working day of each month.



 


		(vi)	Capital repayment:
The capital shall be cancelled on a monthly basis on the first working day of each month, based on the available trust property
after paying the compensatory rights.



 


		(vii)	Beneficiary: NATIONAL
STATE



 


		(vii)	Beneficiary’s Responsibility: the funds
received by the beneficiary shall be used to execute works within the National Airport System. The creation of a secondary fund
to be used for not-licensed airports of the National Airport System shall be provided for.



 


		(viii)	Term: the trust term for this property shall
be extended until the total cancellation thereof and its interests.



 




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		C)	Trust Property to finance Works of the National
Airport System.



 


		(i)	Usage of this trust property: the trust property
shall be exclusively used to finance the infrastructure and service improvement works for the National Airport System.



 


		(ii)	Trust Property: the trustor shall transfer to
the trustee, on fiduciary ownership, the right to receive 11.25% of its total income. Such transfer shall be made on a monthly
basis. The trustor shall transfer such amounts to the corresponding fiduciary accounts. The proceeds of the investments made by
the trustee with the liquid funds and all rights, interests and increases resulting from these, shall also be part of the trust
property.



 


		(iii)	Term:
                                         the property shall be assigned in trust for a period no longer than 30 years. The property
                                         assigned in trust shall be cancelled if the LICENSE
                                         is terminated for any reason.



 


		(iv)	Trust property administration: the Trustee shall
be responsible for the administration of this trust property (with the exclusive usage described in paragraph (i) above), pursuant
to the instructions given by the NATIONAL TRANSPORTATION DEPARTMENT, previous report issued by the ORSNA (National Airport System
Regulating Institution). The trustor, acting as LICENSEE, shall be able to submit to the ORSNA (National Airport System Regulating
Institution) proposals to execute works, which, like the ones proposed by the Regulating Institution, shall be submitted to the
NATIONAL TRANSPORTATION DEPARTMENT, who shall decide the appropriate application of the trust resources.



 


		(v)	Beneficiaries: the trustor, acting as licensee
of the airports that make up “GROUP A” OF THE NATIONAL AIRPORT SYSTEM, the NATIONAL STATE in relation to the licensed
airports, ant the contractors that will execute the airport infrastructure and service improvement works.



 


		D)	Trust property to finance works in the airports
that make up “Group A” of the National Airport System.



 


		(i)	Usage of this trust property: the trust property
shall be exclusively used to finance works of the five-year investment plan at the airports that make up “GROUP A”
OF THE NATIONAL AIRPORT SYSTEM (pursuant to the terms defined in the license contract entered into between AEROPUERTOS ARGENTINA
2000 S.A. and the NATIONAL STATE) and works included in the new five-year investment plans.



 


		(ii)	Trust property: the trustor shall transfer to the
trustee in ownership the right to receive the 2.5% of its total income from the exploitation of the LICENSE services. Such transfer
shall be made on a monthly basis. The trustor shall transfer such amounts to the corresponding fiduciary accounts. The proceeds
of the investments made by the trustee with the liquid funds and all rights, interests and increases resulting from these, shall
also be part of the trust property.



 


		(iii)	Term:
                                         the property shall be assigned in trust for a period no longer than 30 years. The property
                                         assigned in trust shall be cancelled if the LICENSE is terminated for any reason.



 


		(iv)	Trust property administration: the trustee shall
be responsible for the trust property administration, in compliance with the instructions given by the ORSNA (National Airport
System Regulating Institution), with the exclusive usage provided for in paragraph (i).



 




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		(v)	Beneficiaries: the trustor, acting as licensee of
the airports that make up “GROUP A” OF THE NATIONAL AIRPORT SYSTEM, and the contractors who will execute the works
covered by the five-year investment plans.



 


		E)	Trust Property for airport works needed due to
possible specific rate charges.



 


		(i)	Usage: the trust property shall be exclusively used
to finance the airport infrastructure works specified by the provisions that gave origin to specific rate charges.



 


		(ii)	Trust Property: the trustor shall transfer to the
trustee, on fiduciary ownership, the amount equivalent to the 100% of the sums received as specific rate charges that might be
created in the future, minus collection expenses, Such transfer shall be carried out with the frequency established by the provision
that gave origin to specific rate charges. The trustor shall transfer such amounts to the corresponding fiduciary accounts. The
proceeds of the investments made by the trustee with the liquid funds and all rights, interests and increases resulting from these,
shall also be part of the trust property.



 


		(iii)	Term: the term for each trust property shall be
the one established by the provisions that gave origin to specific rate charges. In no case shall this term exceed the 30-year
period established by section c) of Article 4° of Law N° 24,441, or the term of effect of the LICENSE CONTRACT, whichever
takes place before.



 


		(iv)	Fiduciary Administration: the trustee shall be responsible
for the trust property administration, with the exclusive usage established by the provisions that gave origin to specific rate
charges.



 


		(v)	Beneficiaries: the people established by the provisions
that gave origin to specific rate charges.



 




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APPENDIX V


 


INCOME AND EXPENSES FINANCIAL PROJECTION
(2006-2028)


 


The INCOME AND EXPENSES FINANCIAL
PROJECTION (IEFP) of the LICENSE, for the period of January 2006 –  February 2028, has been made in Pesos, assuming: a)
a nominal exchange rate with no changes during the aforementioned period; b) an inflation rate equal to zero for all and each
of the years taken into account. The “results” sheet of the projection is added to this APPENDIX.


 


Below, we expose the main premises used
to develop the projection.


 


1. Income: to determine the income
projection of the LICENSE for the 2006-2028 period, we have used as source of information, the passenger traffic and movement curve
developed by the ORSNA. We have not considered any charge modification in the projection.


 


1.1. Aeronautical Income: This includes
income received as air station usage fee, parking fee, landing fee and telescopic jet way usage fee.


 


The following chart exposes the annual
increase percentages forecasted by the ORSNA for the aforementioned LICENSE period, discriminating between domestic and international
passengers.


 





 


Such projection forecasts that movements
will have the same evolution as the passenger traffic. The ORSNA forecasts a growth rate for the year 2006 of 9% for international
traffic (pax and aircraft movement) and 2.5% for domestic traffic (pax and aircraft movement). For the following years, these rates
tend to converge in an average value of around 3.5%.


 




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1.2. Commercial Income: To make
the commercial income projection, we used as basis the real commercial income for year 2005. Such income base was projected by
means of the evolution of linked variables and by applying correlation functions, which are detailed in the following chart:


 


	Concept	 	Linked variables	 	Correlation	 
	Ramp Services	 	Movements	 	 	80	%
	Fuel	 	Movements	 	 	100	%
	Tax Free Shop	 	International Passengers	 	 	100	%
	Publicity	 	Investment Plan (*)	 	 	100	%
	Parking	 	Total passengers	 	 	100	%
	Catering	 	International Passengers	 	 	100	%
	Rents	 	Investment Plan (*)	 	 	75	%
	Transportation	 	Total passengers	 	 	100	%
	Coffee shop	 	Total passengers	 	 	100	%
	Services and shops	 	Total passengers	 	 	100	%
	Reimbursement of expenses in public services	 	% of Expenses in public services	 	 	21	%



 


(*) This corresponds to the percentage of increase of the net
investment.


 


		Note:	Additionally to the projection by the linked variables,
we have taken into account income from payment for goodwill, for an annual average amount of around $ 5 million.



 


Likewise, we have adopted the following premises, as regards
the business line evolution:


 


a) Tax Free Shop: The current terms of the LICENSE shall
be kept until the end of the projection.


 


b) Ramp Services: The current terms of the LICENSE shall
be kept until the end of the projection.


 


c) Fiscal Deposits: The premise
considers that, from the second semester of 2009, the LICENSEE shall administer and exploit the 100% of the fiscal deposit activity
that is currently carried out by Edcadassa. The income from the business, which is assumed to increase to an annual rate of 5%,
has been exposed as commercial income from that date on.


 




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2. Operative Expenses:


 


As a basis for the projection, the expenses
presented by the LICENSEE in his/her tender for the year 2006 were used. The components of such cost structure are detailed below:


 


	(Figures in Thousands of Pesos)
	Personnel
	Electricity
	Gas
	Water
	Telephone
	Mail
	Maintenance and Repair
	Stationary and Office material
	Insurance policies
	Hired Services
	Fire-fighting and Medical Services
	Matrix
	Other Operation Expenses


 


Such expense structure is re-expressed based on the following
polynomial formula:


 


[52,59% variation of the salary indexes
+ 14,23% variation of the exchange rate + 33,18% variation of the Wholesale Internal Price Index].


 


By applying such formula we obtain a re-expressed
value of $194 million, to which we have added $22.3 million corresponding to the projected expenses related to the application
of the Gross Income Tax and $4.8 million, corresponding to the debit and credit tax (without tax deductions) and subtracting $11.9
million by way of Management fee, in excess of the resulting amount of 3% over income for this item.


 


This $209-million basis has been considered
as the level of operative expenses that the LICENSEE will have during 2006.


 


Such expense basis was projected to
the year 2006-2028 by means of linked variables and correlation functions that are considered appropriate for the current
license reality. Below, we expose such linked variables and the adopted correlation functions.


 


	Concept	 	Linked variables	 	Correlation	 
	Salaries	 	Fixed	 	 	 
	Public Services	 	Investment Plan (*)	 	 	55	%
	Maintenance	 	Total passengers	 	 	30	%
	 	 	Investment Plan (*)	 	 	35	%
	Hired Services	 	Total passengers	 	 	30	%
	Insurance policies	 	Investment Plan (*)	 	 	100	%
	Fire-fighting and Medical Services	 	Total passengers	 	 	20	%
	Other Operation Expenses	 	Investment Plan (*)	 	 	35	%
	Matrix	 	Total passengers	 	 	30	%



 


(*) This corresponds to the percentage
of increase of the net investment.


 




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The aforementioned linked variables and correlation
functions shall be considered for the purpose of future reviews.


 


3. Specific Allocation of the License Income:


 


The detailed provision in agreement with APPENDIX
III to the present LETTER OF UNDERSTANDING was taken into account.


 


4. Mutual Claim Agreement:


 


A net balance at the expense of the license
of $ 849.16 million and its repayment mechanisms were considered, according to the provisions of APPENDIX VII to the present LETTER
OF UNDERSTANDING.


 


5. Investments:


 


The INVESTMENT PLAN corresponding to the period
2006-2028 is composed by: (i) Works needed to comply with the defined standards on service safety and quality and (ii) works that
were also necessary, but were not being executed, and so have been rescheduled.


 


The INVESTMENT PLAN for the remaining years
of the LICENSE period (2011 - 2028) shall be determined through five-year investment plans. For this period, the foreseen investment
amount has been calculated as a function of the relation between committed investments and foreseen aeronautical incomes in the
tender submitted by the LICENSEE, complemented by the remaining investment amount of works that have not still been executed, and
which are scheduled to be finished in 2015.


 


Plan de Inversiones (2006-2028)


 





 




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6. (Tax) Amortizations: To make a projection
for the tax amortizations, we have assumed that: a) investments have an average useful life of 24 years, b) the property, plant
and equipment, pursuant to the provisions of the applicable standards, cannot be adjusted for inflation for tax purposes, and
c) 100% of the investments shall be amortized at the end of the license period.


 


7. Taxes:


 


It was assumed that the company is affected by
the following taxes:


 


		·	Income
tax –  Rate: 35%



 


		·	Minimum
expected income tax –   Rate: 1%



 


		·	Added
Value Tax –   Rate: 21% or 27%, depending on the concept.



 


		·	Gross
Income tax –   Rate: 4%



 


		·	Financial transfer tax –   Rate: 1.2%, of which 0.2% was considered
as payment to the account of income tax.



 


Additionally, it was considered that the suitability
of the contract is not affected by stamp tax.


 


As regards the Income Tax, the Financial Projection
of Incomes and Expenses considers the accumulated tax loss carry forward items.


 


In relation to the value added tax, the Financial
Projection of Incomes and Expenses considers that when the tax position has a favorable balance, the recovery process of such balance
shall take place in a period of 90 days.


 


8. Financing:


 


We should explain that, even when the Financial
Projection of Incomes and Expenses of the License has not been taken into account, the Licensee foresees that he will be able to
get financing for around US$ 400 million for the period 2006-2010, with the purpose of canceling the Negotiable Obligations issued
by the LICENSEE, and having a working capital.


 


Below, we have included a detail of the required
financing:


 


		a)	Third quarter 2006: Issuance of Series I for US$ 120 million
for a term of 7 years plus one year’s grace, and an annual rate of 12%



 


		b)	Third quarter 2006: Payment of the balance of the ON.



 


		c)	Issuance Series II, for a total amount of US$ 150 million,
for a term of 10 years, with 2 year’s grace and an annual interest rate of 8%



 


		d)	Issuance of other Series for US$ 1.30 million for a term
of 7 years plus one year’s grace, and an annual rate of 12%.



 




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APPENDIX VI


 


MODIFICATIONS TO BE INTRODUCED
IN THE TRUST CONTRACT ENTERED INTO BETWEEN AEROPUERTOS ARGENTINA 2000 S.A. AND ABN AMRO BANK N.V.,


ARGENTINA BRANCH


 


		III.-	“TRUST PROPERTY”



 


Replace the text of Paragraph 3.02 with the following
one:


“The Trustee accepts the fiduciary assignments
of the collection rights, acknowledging the powers and prerogatives of the Grantor established in the License Contract, and subject
to the fulfillment of the previous conditions established in clauses 5.01 and 5.02”.


 


		IV.-	“SCOPE OF THE FIDUCIARY ASSIGNMENT OF COLLECTION
RIGHTS”



 


Replace the text of Paragraph 4.01, subsection b) with the following
one:


“it shall not cause the Trustee or the
Beneficiaries to be subject to any responsibility or obligation corresponding to the Trustor by virtue of the License Contract,
the bidding terms and conditions and/ or any other applicable provision, contract, standard and/ or regulation, whether towards
the Users, the Grantor or any other party Exercise by the Trustee of any of the assigned collection rights is subordinated to the
complete fulfillment of the obligations undertaken by the Trustor towards the Grantor”.


 


		V.-	“NOTICE OF THE FIDUCIARY ASSIGNMENT –  PREVIOUS CONDITIONS”



 


5.01. The present document is subscribed subject
to the condition that the Trustee shall not exercise any right or action that jeopardizes the continuity of the airport public
service, or affects the financing of the National Airport System (NAS).


 


Change the documentation of the chapter clauses
henceforth, and in the concordances.


 


		VIII.-	“TRUSTOR’S STATEMENTS AND GUARANTEES”



 


Replace the text of Paragraph 8.01, subsection
c) with the following one:


“That the collection rights are free
of any encumbrance, However, the exercise of these rights is subject to the terms of the License Contract and the rules issued
as a consequence by the Enforcement Authority and/ or the political decisions of the Grantor on aeronautical and airport issues.”


 


		XI.-	“INDEMNITY”



 


Remove Paragraphs 11.04 and 11.05 of the agreement.


 




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APPENDIX VII


 


ADDED MUTUAL CLAIMS


 


		1.	Introduction



 


The License Contract, pursuant to the provisions
of Decrees 163/98 and 1227/03, foresees rights and obligations both for the LICENSEE (AEROPUERTOS ARGENTINA 2000 S.A.) and for
the LICENSOR (NATIONAL STATE),


 


Given the special context the LICENSE has been
exposed to, during the license period there appeared circumstances that were beyond the parties’ control and which materially
altered the course of the LICENSE. In this sense, both the LICENSEE and the LICENSOR have made mutual claims to their contractual
counterpart, for the non-compliance of certain obligations established in the License Contract (hereinafter caller “MUTUAL
CLAIMS”).


 


		2.	Claims of the State that have been added



 


The following chart exposes the license fee
status, based on the payments made by the LICENSEE and the compensations approved by the ORSNA.


 


	In thousands
    of AR $	 	1998	 	 	1999	 	 	2000	 	 	2001	 	 	2002	 	 	2003	 	 	2004	 	 	2005	 	 	1998-2005	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accrued license fee pursuant to contract	 	 	65.565	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	1.263.412	 
	Payments made by the licensee	 	 	-41.385	 	 	 	-92.858	 	 	 	-121.161	 	 	 	-5.000	 	 	 	-11.000	 	 	 	-58.080	 	 	 	-72.388	 	 	 	-36.701	 	 	 	-438.572	 
	Compensations approved by the ORSNA  	 	 	-24.180	 	 	 	-11.671	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-35.851	 
	License fee Status	 	 	0	 	 	 	66.592	 	 	 	49.961	 	 	 	166.121	 	 	 	160.121	 	 	 	113.041	 	 	 	98.733	 	 	 	134.420	 	 	 	788.989	 




 


		3.	Claims of the LICENSEE that have been added



 


The following detail exposes the claims made
by the LICENSEE that are being considered in the present renegotiation, and with their corresponding valuation reported by the
ORSNA (Notes Na 910/05 and 107/06, File ORSNA N° 625/03):


 


	Claims with temporal imputation	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1)	 	Air station Usage Fee (TUA) for flights shorter than 300km	 	$	1,185,077.00	 	 	 	 	 
	2)	 	VAT Fiscal Credit (INTERNATIONAL TUA)	 	$	32,802,575.85	 	 	 	 	 
	3)	 	Incremental cost for financing (negotiable Obligations)	 	$	86,971,688.48	 	 	 	 	 
	4)	 	Rendering of technical services in private aircraft by the FAA	 	$	889,405.09	 	 	 	 	 
	5)	 	Shops in Iguazú Airport	 	$	204,667.00	 	 	 	 	 
	6)	 	Technical services rendered in the Army’s hangars	 	$	7,126,860.80	 	 	 	 	 
	7)	 	AA2000’s right over airport incomes	 	$	25,823,027.00	 	 	$	155,003,301.22	 



 




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	Claims without temporal imputation	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1)	 	Situation related to the exploitation of spaces and shops	 	$	32,633,393.82	 	 	 	 	 
	2)	 	Decrease of Intercargo license fee	 	$	2,190,721.00	 	 	 	 	 
	3)	 	Equaling of the condition of in-transit passenger and passenger in transfer	 	$	34,690,772.00	 	 	 	 	 
	4)	 	National Aeronautical Police (PAN)	 	$	6,546,096.40	 	 	 	 	 
	5)	 	Food service rendering in a restaurant of the FAA (Argentine Air Force)	 	$	2,032,947.00	 	 	 	 	 
	6)	 	Financial debit and credit tax	 	$	17,726,105.00	 	 	 	 	 
	7)	 	Tax over paid interests and financial cost of corporate indebtedness	 	$	2,017,422.00	 	 	$	97,837,457.22	 





 


		4.	Claims of the LICENSEE that have not been added



 


4.1. Rejected. The following detail exposes
the claims made by the LICENSEE, which were rejected by the ORSNA:


 


	1) Dismantling of the NAS (National Airport System)	 	$	 3,631,767.00	 
	2) Unavailable spaces in San Rafael	 	 	Not Quantified	 
	3) Challenging of the REGUFA1	 	 	Not Quantified	 
	4) Assignment of rate flexibility (Decree 1409/99)	 	$	 9m454,878.00	 
	5) Wrongful information from AIP	 	 	Not Quantified	 
	6) Fee for extended time	 	 	Not Quantified	 
	7) Failure to apply effectively the New Rate Schedule	 	$	32,608,260	 
	8) Fire in EZE Airport	 	$	679,618	 
	9) Failure to define the environmental liabilities,
    urban plan, and existence of environmental problems	 	$	5,088,683	 
	10) Radar setting plan	 	 	Not quantified	 
	11) Force majeure due to international war	 	 	Not quantified	 
	12) Failure to implement regulatory policies (Open Skies)	 	$	7,259,274	 
	13) Omission in the enactment of the Airport
    Infractions and Penalties Regulations (AIPR)	 	 	Not Quantified	 
	14) Failure to update the calculation formula for the X Factor (adjustment factor)	 	 	Not Quantified	 



 


4.2. Waivers. The following detail
exposes the compensation items for past damages claimed by the LICENSEE, and waived by him in this conciliation instance, at
the moment when the RENEGOTIATION CONTRACT comes into effect:


 


	1) Inventory deficiencies	 	$	936,158.00	 
	2) Municipal Charges	 	$	9,517,841.00	 
	3) “EI Calafate” Airport	 	$	 1,680,946.00	 
	4) Space assignment of EDCADASSA	 	$	1,465,152.00	 
	5) Jujuy Airport	 	$	17,066,902.00	 
	6) Delay caused in the Taking of Possession in Salta	 	 	 	 
	7) INTERBAIRES space occupation	 	$	1,055,681.00	 
	8) Works in Iguazú Airport	 	$	410,000.00	 
	9) VAT of Domestic TUA	 	$	5,694,000.00	 
	10) Gross income over rates	 	$	49,345,252.85	 
	11) Minimum Expected	 	$	3,714,464.00	 



 


 






1 REGUFA: General
Regulations for Usage and Operation of the Airports that are part of the nacional Airport System


 




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Income Tax


 


		5.	Methodology to determine the MUTUAL CLAIM balance



 


We have used the following methodology to determine
the amount differential for MUTUAL CLAIMS:


 


1) To
each of those amounts, the following items were subtracted: a) payments made by the LICENSEE, b) amounts compensated by the ORSNA
and c) claims made by the LICENSEE, which are added.


 


2) Each
year’s balances, obtained as a result of the procedure exposed in 1), were adjusted by CER2 (CPI3
between 1998 and 2001), plus an annual 2% interest rate, with the purpose of taking those values to 2005.


 


3) To
the obtained amount, according to the provisions of item 2), the claims that cannot be temporarily imputed were deducted.


 


		6.	Application of the methodology to determine the MUTUAL
CLAIM balance



 


1)


 


	In
    thousands of AR $	 	1998	 	 	1999	 	 	2000	 	 	2001	 	 	2002	 	 	2003	 	 	2004	 	 	2005	 	 	1998-05	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accrued license fee pursuant
    to contract	 	 	65.565	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	1.263.412	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	a) Payments made by licensee	 	 	-41.385	 	 	 	-92.858	 	 	 	-121.161	 	 	 	-5.000	 	 	 	-11.000	 	 	 	-58.080	 	 	 	-72.388	 	 	 	-36.701	 	 	 	-438.572	 
	b) Compensations approved by the ORSNA  	 	 	-24.180	 	 	 	-11.671	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-35.851	 
	c) Added Licensee’s Claims	 	 	-517	 	 	 	-1.021	 	 	 	-6.264	 	 	 	-22.885	 	 	 	-41.993	 	 	 	-30.152	 	 	 	-28.565	 	 	 	-23.606	 	 	 	-155.003	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance	 	 	-517	 	 	 	65.571	 	 	 	43.696	 	 	 	143.236	 	 	 	118.128	 	 	 	82.889	 	 	 	70.168	 	 	 	110.815	 	 	 	633.985	 




 


2)


 


	In thousands of AR $	 	1998	 	 	1999	 	 	2000	 	 	2001	 	 	2002	 	 	2003	 	 	2004	 	 	2005	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance	 	 	-517	 	 	 	65.571	 	 	 	43.696	 	 	 	143.236	 	 	 	118.128	 	 	 	82.889	 	 	 	70.168	 	 	 	110.815	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated balance	 	 	-517	 	 	 	65.049	 	 	 	109.483	 	 	 	253.946	 	 	 	373.538	 	 	 	574.181	 	 	 	674.779	 	 	 	837.283	 
	- Adjustment for CPI / CER	 	 	0	 	 	 	-322	 	 	 	-467	 	 	 	-2.848	 	 	 	109.079	 	 	 	18.927	 	 	 	37.980	 	 	 	92.322	 
	- Adjustment for capitalized interest	 	 	-5	 	 	 	1.061	 	 	 	1.693	 	 	 	4.313	 	 	 	8.675	 	 	 	11.503	 	 	 	13.710	 	 	 	17.394	 
	Accumulated balance after
    adjustment	 	 	-522	 	 	 	65.787	 	 	 	110.710	 	 	 	255.410	 	 	 	491.292	 	 	 	604.611	 	 	 	726.469	 	 	 	946.999	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated balance in December
    2005 after adjustments  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	946.999	 




 


 






2 CER: Reference Stabilizing Ratio
3 IPC: Consumer Price Index


 




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3)


 


	Accumulated balance after adjustments as of 2005	 	 	946.999	 
	 	 	 	 	 
	Licensee’s Claims added without temporal imputation	 	 	-97.837	 
	 	 	 	 	 
	Mutual claims differential	 	 	849.161	 




 


Based on the preceding methodology, the amount
differential for MUTUAL CLAIMS, as of December 31st 2005, is $ 849.16 in favor of the LICENSOR.


 




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MUTUAL CLAIMS


 


	In thousands of AR $	 	1998	 	 	1999	 	 	2000	 	 	2001	 	 	2002	 	 	2003	 	 	2004	 	 	2005	 	 	1998-2005	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accrued license fee pursuant to contract	 	 	65.565	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	171.121	 	 	 	1.263.412	 
	Payments made by the licensee	 	 	-41.385	 	 	 	-92.858	 	 	 	-121.161	 	 	 	-5.000	 	 	 	-11.000	 	 	 	-58.080	 	 	 	-72.388	 	 	 	-36.701	 	 	 	-438.572	 
	Compensations approved by the ORSNA	 	 	-24.180	 	 	 	-11.671	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	-35.851	 
	License fee status	 	 	0	 	 	 	66.592	 	 	 	49.961	 	 	 	166.121	 	 	 	160.121	 	 	 	113.041	 	 	 	98.733	 	 	 	134.420	 	 	 	788.989	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Claims recognized by the ORSNA	 	 	-517	 	 	 	-1.021	 	 	 	-6.264	 	 	 	-22.885	 	 	 	-41.993	 	 	 	-30.152	 	 	 	-28.565	 	 	 	-23.606	 	 	 	-155.003	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mutual claims balance	 	 	-517	 	 	 	65.571	 	 	 	43.696	 	 	 	143.236	 	 	 	118.128	 	 	 	82.889	 	 	 	70.168	 	 	 	110.815	 	 	 	633.985	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated balance	 	 	-517	 	 	 	65.049	 	 	 	109.483	 	 	 	253.946	 	 	 	373.538	 	 	 	574.181	 	 	 	674.779	 	 	 	837.283	 	 	 	 	 
	- Adjustment for CP1/CER	 	 	0	 	 	 	-322	 	 	 	-467	 	 	 	-2.848	 	 	 	109.079	 	 	 	18.927	 	 	 	37.980	 	 	 	92.322	 	 	 	 	 
	- Adjustment for capitalized interest	 	 	-5	 	 	 	1.061	 	 	 	1.693	 	 	 	4.313	 	 	 	8.675	 	 	 	11.503	 	 	 	13.710	 	 	 	17.394	 	 	 	 	 
	Accumulated balance after
    adjustments	 	 	-522	 	 	 	65.787	 	 	 	110.710	 	 	 	255.410	 	 	 	491.292	 	 	 	604.611	 	 	 	726.469	 	 	 	946.999	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accumulated balance as of December 2005 after adjustments	 	 	 	946.999	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Licensee's Claims added without temporal imputation	 	 	 	-97.837	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diferential for MUTUAL CLAIMS	 	 	 	849.161	 	 	 	 	 


 




     


    
	  

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SUB-APPENDIX VII-A


 


REPAYMENT MECHANISMS


 


		1.	Introduction



 


The status of the MUTUAL CLAIMS between the
LICENSEE and the LICENSOR was determined taking into account the obligations undertaken by the LICENSOR and the LICENSEE


 


Based on the provisions of the “MUTUAL
CLAIMS” Appendix, the amounts difference for MUTUAL CLAIMS gives a credit balance to the NATIONAL STATE of $ 849.16 million.


 


		2.	Listing of payment mechanisms



 


We have agreed that the aforementioned balance
is to be cancelled by three mechanisms:


 


		·	Specific
allocation of an amount equal to the 7% of the international aeronautical income (“Specific allocation”), which shall
be used to cancel the 22.96% of the balance.



 


		·	Issuance
of Negotiable Obligations that can be converted into common shares, (“Negotiable Obligations”), which shall be used
to cancel the 18.61% of the balance.



 


		·	Issuance
of Preferred shares, that can be redeemed and converted, (“Preferred Shares”), which shall be used to cancel the 58.43%
of the balance.



 


		3.	Characteristics of payment mechanisms



 


		3.1.	Specific allocation



 


		Ø	Amount:
195 million



		Ø	%
over balance: 22.96%



		Ø	Interest
rate: 2% a year



		Ø	Interest
repayment: on a monthly basis, based on the accrued interest.



		Ø	Capital
repayment: on a monthly basis, based on the available flow, after repayment of interests.



		Ø	Estimated
period for capital repayment: 2006 to 2013 (7 years and 8 months)



 


		3.2.	Negotiable obligations



 


		Ø	Amount:
158 million



		Ø	%
over balance: 18.81%



		Ø	Interest
rate: 2% a year, to be capitalized up to the year 2013



		Ø	Interest
repayment: on an annual basis, based on the accrued interest.



		Ø	Capital
repayment: on an annual basis, by means of constant amortizations, equivalent to a 16.67% of the original capital.



		Ø	Period
for capital repayment: 2014 to 2019 (6 years)



 




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		Ø	Conversion:
at nominal value for shares valued at public quotation price.



		Ø	Conversion
right: from the moment of issuance (year 2006).



 


		3.3.	Preferred
                                         shares



 


		Ø	Amount:
496.16 million



		Ø	%
over balance: 58.43%



		Ø	Dividends:
2% a year, paid in kind until 2019 and in cash afterwards.



		Ø	Potential
redemption period: 2020 ahead.



		Ø	Conversion:
at nominal value for shares valued at public quotation price.



 


		4.	Application of payment mechanisms



 


The following charts expose the application
of the aforementioned concepts, based on the figures included in the INCOME AND EXPENSES FINANCIAL PROJECTION.


 


		4.1.	Specific allocation



 


From the credit balance for the NATIONAL STATE
of $ 849.16 million, we have assumed that 22.96% thereof, which amounts to $195 million, will be cancelled by this instrument.


 


	In
    thousands of AR $	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	2012	 	 	2013	 
	Internacional aeronautical income	 	 	333.061	 	 	 	356.375	 	 	 	377.758	 	 	 	396.646	 	 	 	412.511	 	 	 	428.187	 	 	 	443.858	 	 	 	459.882	 
	% tp be applied	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%	 	 	7,0	%
	Flor applied to the repayment
    mechanism  	 	 	23.314	 	 	 	24.946	 	 	 	26.443	 	 	 	27.765	 	 	 	28.876	 	 	 	29.973	 	 	 	31.070	 	 	 	32.192	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Paid Interests	 	 	3.900	 	 	 	3.512	 	 	 	3.083	 	 	 	2.616	 	 	 	2.113	 	 	 	1.578	 	 	 	1.010	 	 	 	408	 
	Paid capital	 	 	19.414	 	 	 	21.435	 	 	 	23.360	 	 	 	25.149	 	 	 	26.763	 	 	 	28.396	 	 	 	30.060	 	 	 	20.423	 
	Balance to be repaid	 	 	175.586	 	 	 	154.151	 	 	 	130.791	 	 	 	105.642	 	 	 	78.879	 	 	 	50.483	 	 	 	20.423	 	 	 	0	 



 


		4.2.	Negotiable obligations



 


From the credit balance for the NATIONAL STATE
of $ 849.16 million, we have assumed that 18.61% thereof, which amounts to $158 million, will be cancelled by this instrument.


 


	In
    thousands of AR $	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of capital
    to be amortized	 	 	 	 	 	 	16,7	%	 	 	16,7	%	 	 	16,7	%	 	 	16,7	%	 	 	16,7	%	 	 	16,7	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Paid interests	 	 	 	 	 	 	3.702	 	 	 	3.085	 	 	 	2.468	 	 	 	1.851	 	 	 	1.234	 	 	 	617	 
	Paid capital	 	 	 	 	 	 	30.854	 	 	 	30.854	 	 	 	30.854	 	 	 	30.854	 	 	 	30.854	 	 	 	30.854	 
	Balance to be repaid	 	 	185.122	 	 	 	154.268	 	 	 	123.415	 	 	 	92.561	 	 	 	61.707	 	 	 	30.854	 	 	 	0	 




 


The balance to be repaid by 2013 corresponds
to the initial amount of AR $ 158 million, plus capitalized interests.


 




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		4.3.	Preferred shares



 


From the credit balance for the NATIONAL STATE
of $ 849.16 million, we have assumed that 58.43% thereof, which amounts to $4996.16 million, will be cancelled by this instrument.


 


	In thousands
    of AR $	 	2019	 	 	2020	 	 	2021	 	 	2022	 	 	2023	 	 	2024	 	 	2025	 	 	2026	 	 	2027	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of shares
    to be redeemed	 	 	0	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%	 	 	12,5	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dividends	 	 	 	 	 	 	13.093	 	 	 	11.457 	 	 	 	9.820	 	 	 	8.183 	 	 	 	6.547 	 	 	 	4.910 	 	 	 	3.273 	 	 	 	1.637 	 
	Capital redemption	 	 	 	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 	 	 	81.834	 
	Balance to be redeemed	 	 	654.674	 	 	 	572.840	 	 	 	491.005	 	 	 	409.171	 	 	 	327.337	 	 	 	245.503	 	 	 	163.668	 	 	 	81.834	 	 	 	0	 




 


The balance to be redeemed by 2019 corresponds
to the initial amount of AR $ 496. 16 million, plus capitalized interests.


 




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SUB-APPENDIX VII-B


 


NEGOTIABLE OBLIGATIONS THAT CAN BE CONVERTED
INTO COMMON SHARES


(THE “CNO”)


 


Guidelines for Issuance


 


		(i)	Issuer: AEROPUERTOS ARGENTINA 2000 S.A.



 


		(ii)	Currency: Argentinean Pesos



 


		(iii)	Amount of issue: $ 158,000,000 (ONE HUNDRED AND
FIFTY EIGHT MILLION PESOS)



 


		(iv)	Nominal value: each CON shall have a nominal value
of $1 (ONE PESO).



 


		(v)	Price of subscription: 100 % of the nominal value.



 


		(vi)	Manner: the CON shall be issued as book-entry shares
and their registration shall be AEROPUERTOS ARGENTINA 2000 S.A.’s responsibility.



 


		(vii)	Date of issue: within 60 (SIXTY) days after the
approval of the MEMORANDUN OF AGREEMENT.



 


		(viii)	Placing method: the CON shall be placed in a private
manner to the NATIONAL STATE, that is to say, they shall not be included in the public offering system.



 


		(ix)	Manner of Subscription: the NATIONAL STATE shall subscribe the CONs with credit
balance in connection with MUTUAL CLAIMS, providing that such amount arises from the
documents related to the license contract renegotiation between AEROPUERTOS
ARGENTINA 2000 S.A. and the NATIONAL STATE.



 


		(x)	Compensatory interests: the CONs shall accrue compensatory interests at an annual 2%
rate, on the outstanding capital from the issue date.



 


		(xi)	Interest capitalization: accrued compensating interests shall be capitalized each semester
until the year 2013.



 


		(xii)	Payment of interests: accrued interests shall be paid by semester, starting in the year
2014
until their conversion or redemption.



 


		(xiii)	Interest in arrears: unpaid amounts shall accrue interests in arrears at an interest
rate equal
to 1.5 times the annual compensatory interest, for each day, from the due date until de total
payment. Notwithstanding the aforementioned, non fulfillment of two consecutive periods
shall enable the Holder to convert the unpaid capital and interest balances in common
shares of the issuer.



 



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		(xiv)	Capital cancellation: the CON capital shall be cancelled
on an annual basis, from the year 2014 and up to the year 2019, by constant amortizations equivalent to a 16.67% of the original
capital.



 


		(xv)	Votes: each CON shall represent a vote.



 


		(xvi)	Final due date: in the year 2019.



 


		(xvii)	Redemption: The CONs can be totally or partially redeemed before their due date, for their
nominal value plus the accrued interest.



 


		(xviii)	Payments of CNO: the amounts obtained from the payment of CNOs shall be used to
create a secondary Fund for the Trust for Strengthening the National Airport System.



 


		(xix)	Indirect Control Means: at the moment of issuance, a definition of the financial technical
relationships that permit the indirect control by the GRANTOR shall be taken into account.



 


		(xx)	Conversion limit: the CON holders shall only have the right to convert CONs in
AEROPUERTOS ARGENTINA 2000 S.A.’s common shares, up to the amount of common
shares that represents the 15% of the corporate capital of AEROPUERTOS ARGENTINA
2000 S.A., with the exception of the conversion due to unpaid balances.



 


		(xxi)	Calculation to make the conversion: the subscription price for AEROPUERTOS
ARGENTINA 2000 S.A.’s differentiated common shares to be subscribed with the
cancellation of CONs, shall be calculated based on the average quotation of
AEROPUERTOS ARGENTINA 2000 S.A.’s common shares at the Buenos Aires Stock
Exchange during the 5 (FIVE) stock exchange working days previous to the date of the
conversion notice sent by the NATIONAL STATE to AEROPUERTOS ARGENTINA 2000
S.A. If at that time there is no share quotation, the common share price shall be
determined by an acknowledged assessment firm appointed by the NATIONAL STATE at
the expense of the LICENSEE. The CONs to be cancelled in the subscription shall be
calculated at a nominal value plus the accrued interests up to the conversion notification
date. No common share fractions shall be issued in the conversion; instead, an adjustment
in cash shall be paid.



 


		(xxii)	Special right of the conversion: at the moment the NATIONAL STATE makes the
conversion option effective, no matter its origin, an agreement shall be signed with
AA2000’s shareholders, to guarantee the intangible nature of its division in common shares
arising from the conversion.



 


		(xxiii)	Range: The CONs shall be negotiable obligations that can be converted into differentiated
common shares issued by AEROPUERTOS ARGENTINA 2000 S.A. with a common
guaranty over AEROPUERTOS ARGENTINA 2000 S.A.’s equity, and they shall have the
same and proportional scoring as regards their payment right, as the other current and
future, non-subordinated and not-guaranteed shares of AEROPUERTOS ARGENTINA
2000 S.A. The CONs shall be considered negotiable obligations, pursuant to Law N°
23.576 (Negotiable Obligations Law), with its amendments. Pursuant to article 29 of Law N°
23.576, if AEROPUERTOS ARGENTINA 2000 S.A. at any time does not make the
corresponding payment for the CONs, the CON holder shall be entitled to bring enforcement proceedings to recover payment of such
amounts.



 




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		(xxiv)	Applicable Law: the CONs shall be ruled and construed by the Law of the Republic of
Argentina.



 


		(xxv)	Usual Clauses: the terms and issuance conditions of the CONs shall include standard
clauses for this type of operations, in relation with assumptions of non-fulfillment, the
issuer’s commitments, statements and guaranties, etc.



 


		(xxvi)	Public Offering Transparency: The public offering to be made shall, in all moments, comply
with, implement and abide by the principles, rights, obligations, duties and standards of
Decree N° 677/01, Regime of the Public Offering Transparency.



 


		(xxvii)	Option to Equate the Offer: Once the CON have been converted in common shares, and if
the National State decides to transfer them, it shall give the holders of Class A, B and C
shares of AEROPUERTOS ARGENTINA 2000 S.A. the option to acquire the shares for at
least the same value as the received offer. When the aforementioned shareholders do not
use the option or when there is no agreement upon the value of the shares, the National
State shall deem the option rejected and will be free to proceed with the initial transfer
process.



 




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SUB-APPENDIX Vll-C


 


PREFERRED SHARES THAT CAN BE
REDEEMED AND CONVERTED INTO


COMMON SHARES


 


Guidelines for Issuance


 


		(i)	Amount of issue: 496,161,413 (FOUR HUNDRED NINETY SIX MILLION, ONE HUNDRED
AND SIXTY ONE THOUSAND, FOUR HUNDRED AND THIRTEEN) shares at $1 (ONE
PESO) of nominal value.



 


		(ii)	Date of issue: within 60 (SIXTY) days after the approval of the MEMORANDUN OF
AGREEMENT.



 


		(iii)	Price of subscription: 100% of the nominal value.



 


		(iv)	Manner: preferred shares shall be book-entry shares
(uncertificated shares).



 


		(v)	Manner of Subscription: the NATIONAL STATE shall subscribe the preferred shares of
AEROPUERTOS ARGENTINA 2000 S.A. with credit balance in connection with MUTUAL
CLAIMS, providing that such amount arises from the documents related to the license contract
renegotiation between AEROPUERTOS ARGENTINA 2000 S.A. and the NATIONAL STATE.



 


		(vi)	Patrimonial Preference: the holders of preferred shares shall have the following patrimonial
preference rights:



 


		(a)	A single annual fixed dividend equivalent to a 2% of the
nominal value of the preferred shares paid in preferred shares (payment in kind). If the holders of preferred shares do not receive
the annual fixed dividend corresponding to a fiscal year in such a way, due to the fact that AEROPUERTOS ARGENTINA 2000 S.A. does
not have net and earned profits to pay the aforementioned annual fixed dividend, the unpaid amount of such annual fixed dividend
shall be paid in the subsequent fiscal years, provided that AEROPUERTOS ARGENTINA 2000 S.A. has enough net and earned profits
to do so. That is to say, the annual fixed dividend shall be “cumulative”.



 


		(b)	Payment preference in the liquidation rate.



 


		(vii)	Right to vote: they do not have right to vote, except
in the following circumstances, when they shall only have a vote per share: (i) total or partial capital repayment; (ii) for the
time of delay in the receipt of the benefits that make up its preference; iii) in the other cases covered by Law 19.550.



 


		(viii)	Voluntary redemption: AEROPUERTOS ARGENTINA 2000 S.A. can redeem the preferred
shares at any time, from the date of issue, at their nominal value plus accrued interests up
to the moment of redemption.



 




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		(ix)	Funds from redemption: the amounts obtained from the redemption of preferred shares
shall be used to create a secondary Fund for the Trust for Strengthening the National
Airport System.



 


		(x)	Conversion right: the NATIONAL STATE shall have the right to convert the preferred
shares into common shares, only from the year 2020, at a maximum annual rate of 12.5%
(TWELEVE POINT FIVE PERCENT) of the total initial amount of preferred shares held by
the NATIONAL STATE. The conversion right shall be subject to the condition precedent
that AEROPUERTOS ARGENTINA 2000 S.A. does not redeem the annual percentage
established before, and the National State shall only be able to convert the number or
preferred shares that AEROPUERTOS ARGENTINA 2000 S.A. has not redeemed each
year, as of the year 2020.



 


		(xi)	Calculation to make the conversion: the subscription price for AEROPUERTOS
ARGENTINA 2000 S.A.’s common shares to be subscribed with the cancellation of the
preferred shares, shall be calculated based on the average quotation of AEROPUERTOS
ARGENTINA 2000 S.A.’s common shares at the Buenos Aires Stock Exchange during the
5 (FIVE) stock exchange working days previous to the date of the conversion notice sent by
the NATIONAL STATE to AEROPUERTOS ARGENTINA 2000 S.A. If at that time there is
no share quotation, the common share price shall be determined by an acknowledged
assessment firm appointed by the NATIONAL STATE at the expense of the LICENSEE. No
common share fraction shall be issued in the conversion: instead, a cash adjustment shall
be paid if AEROPUERTOS ARGENTINA 2000 S.A. has net and earned profits.



 


		(xii)	Applicable Law: the preferred shares shall be ruled and construed by the Law of the
Republic of Argentina.



 


		(xiii)	Rights of the NATIONAL STATE: the NATIONAL STATE
shall have the following rights:



 


		(a)	Appointment of a member of the Supervisory Committee. From the date it becomes a
                                                                                   holder                                                                                    of preferred shares, the NATIONAL
                                                                                   STATE can appoint a regular member of the supervisory committee of AEROPUERTOS ARGENTINA
                                                                                   2000 S.A. and a deputy member.



 


		(b)	Appointment of a director. From the date it becomes a holder of preferred shares, the
                                                                 NATIONAL STATE can appoint a regular member of Board of Directors of AEROPUERTOS ARGENTINA 2000 S.A. and a deputy
                                                                 member.



The number of directors cannot be more
than 8 (EIGHT) members.


 


		(c)	Information right: The appointed director in representation of the NATIONAL STATE
shall have access to the corporate, accounting and technical information, with
permanent character.



 


		(xiv)	Special right of the conversion: at the moment the
NATIONAL STATE makes the conversion option effective, no matter ifs origin, an agreement shall be signed with AA2000’s shareholders,
to guarantee the intangible nature of its division in common shares arising from the conversion.



 




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		(xv)	Public Offering Transparency: The public offering to be made shall, in all moments,
comply with, implement and abide by the principles, rights, obligations, duties and
standards of Decree N° 677/01, Regime of the Public Offering Transparency.



 


		(xvi)	Option to Equate the Purchase Offer: If the National State decides to transfer the
preferred shares, it shall give the holders of Class A, B and C shares of
AEROPUERTOS ARGENTINA 2000 S.A. the option to acquire the shares for at least
the same value as the received offer. When the aforementioned shareholders do not
use the option or when there is no agreement upon the value of the shares, the
National State shall deem the option rejected and will be free to proceed with the initial
transfer process.



 




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