Exhibit
10.2


 [Translation
for information purposes only] 


 


 




 CONCESSION AGREEMENT
FOR THE OPERATION OF AIRPORTS IN
 ARGENTINA, DATED AS OF FEBRUARY 9, 1998, BY AND BETWEEN
 AEROPUERTOS ARGENTINA S.A. AND
THE ARGENTINE GOVERNMENT 




 



     


     


    




  


OFFICE OF THE HEAD OF THE CABINET


 


AEROPUERTOS ARGENTINA 2000 S.A.


 


CONCESSION CONTRACT


 


		1.	PARTIES



 


The
following are classified as parties:


 


		1.1	Concession
                                         Grantor



 


The
Argentine national government, here represented by the Head of the Cabinet of Ministers, Jorge Rodríguez,
by virtue of the powers delegated by article 4 of Executive Order No. 375/97, establishing domicile at Balcarce 50, first floor,
in Buenos Aires, Capital of Argentina.


 


		1.2	Concession
                                         Holder



 


Aeropueitos
Argentina 2000 S.A., a corporation in the process of formation, here represented by the Chairman of its Board of Directors, Eduardo
Eurnekian (voter registration booklet No. LE 4086268), and the Vice-Chairman, Ángelo Nicoletti (Italian passport No 813271 L),
with corporate headquarters and domicile established at Suipacha 268, 12th floor, in Buenos Aires, in accordance with public instrument
No. 57 of January 28, 1998 and No 64 of January 29, 1998, recorded before Julian Novaro Hueyo, Notary Public.


 


		1.3	Awardee



 


The
artificial person or consortium of artificial persons to which a contract is awarded as a result of the bidding process, consisting
of Società per Azioni Esercizi Aeroportuari (SEA), Ogden
Corporation, Corporación América Sudamericana S.A., Società
Italiana per le Imprese Miste all’Estero (SIMEST) S.p.A., and Riva Sociedad Anónima, Sociedad Inmobiliaria, Comercial,
Financiera y Agropecuaria, all here represented by their attorney in fact and legal representative Maximo Luis Bomchil (voter
registration booklet No. LE 8326959), who signs beneath the present instrument on behalf and as representative of and by virtue
of powers of attorney from the aforementioned firms.


 


		2.	BACKGROUND



 


The
present contract is signed as part of the bidding process for the granting of a concession for the operation, management and functioning
of Airport Group A, in accordance with the provisions of Decree Law No, 12507/56, as ratified by Law No. 14467; Law No. 13041,
as amended by Law No. 21515; Law No. 17285; and Law No. 17520, as amended by Law No. 23696; and by the provisions of Executive Orders
Nos. 375/97, 500/97 and 842/97, and Administrative Decision No. 60 of January 23, 1998.


 




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		3.	DEFINITIONS



 


For
all purposes under the present Contract, the terms indicated below, whether shown in singular or plural, have the following meanings:


 


		3.1	Awardees



 


The
Bidder designated as such by decision of the Competent Authority, as a result of the National and International Public Bidding
Competition called by virtue of Executive Order No. 375/97.


 


		3.2	Airport



 


An
airport authorized by the competent authority as a port of arrival or departure; a certain area of land or water suitable for
the arrival, departure and ground maneuvers of aircraft, open for public use on a permanent basis, on which there exist structures,
aviation facilities and services such as to permit regular service for purposes of aviation activities, parking of aviation equipment
and receiving or dispatching of passengers, freight and mail, in accordance with the provisions of the Aviation Code (Law No.
17285) and provisions amending or regulating the same.


 


		3.3	International Airport



 


Airport
used for operation of aircraft coming from or bound for a foreign country, where customs, immigration, border health and related
services are provided.


 


		3.4	Competent Authority



 


The
National Airport System Regulatory Body (ORSNA).


 


		3.5	Concession Grantor



 


The
Argentine National Government.


 


		3.6	Concession



 


The
Authorization granted by the National Executive Branch to the Concession Holder to see to the operation, management and functioning
of Airport Group A, under the terms of the Bidding Conditions and their accompanying Exhibits.


 




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		3.7	Concession
                                         Holder



 


The
corporation created by the Awardee which has signed the present Contract with the Head of the Cabinet of Ministers, subject to
approval of the same by the National Executive Branch.


 


		3.8	Contract



 


The
present Concession Contract.


 


		3.9	Effective
                                         Date



 


Date
of publication in the Official Bulletin of the Executive Order issued by the National Executive Branch approving the Concession
Contract.


 


		3.10	Argentine
                                         Air Force (FAA)



 


Through
the Air Regions Command, this is the body responsible for exercising control over safety/security matters, the providing of air
traffic and/or air traffic control and/or flight protection services, regulation of aviation, the providing of communications,
meteorological, rescue and lifesaving/salvage services and, in general, the technical aspects of the National Airport System.


 


		3.11	Exclusivity



 


This
means that neither the Concession Grantor nor any other national, provincial or municipal authority shall have the right to grant
a concession for or to provide directly the service of operation, management and functioning of Airport Group A on the terms specified
hereunder, effective as from the Effective Date.


 


		3.12	Technical
                                         Expert



 


The
shareholder in the Concession Holder which has furnished documentation of the qualifications required under subsection 6.3(a)
of the Bidding Conditions.


 


		3.13	Airport
                                         Group A



 


Subset
of the National Airport System, consisting of the airports identified in Exhibit 5 accompanying the present Contract, which are
included in the concession granted hereunder.


 


		3.14	IATA



 


International
Air Transport Association.


 




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		3.15	ICAO



 


International
Civil Aviation Organization.


 


		3.16	Air Carrier



 


An
Argentine or foreign public- or private-law natural or artificial person lawfully using an air craft on its own behalf,
even if not for profit, in accordance with the provisions of Chapter VIII of Title IV of the Aviation Code.


 


		3.17	ORSNA



 


The
National Airport System Regulatory Body created by virtue of article 14 of Executive Order No. 375/97.


 


		3.18	Master
                                         Plan



 


Document
whose preparation shall be the responsibility of the party designated as Concession Holder, the same being submitted for approval
by ORSNA. Such document shall indicate, for a period of 30 years, the projected development of each airport, the demand for aviation
and nonaviation services, and the levels of satisfaction of such demand in accordance with international standards. The Master
Plan shall incorporate the corresponding Investment Plan as one of its sections.


 


		3.19	Concession
                                         Period



 


The
term of the Contract, in accordance with the provisions of article 5 hereof. The Concession Period includes both the 30-year period
running from the Effective Date, being the original term of the concession, referred to under section 5.1 below as the “Initial
Period,” and any extension of the same that may have been granted; accordingly, “Concession Period” must be understood
in such broader sense in every case in which the bidding documentation does not use the expression “original term”
or “initial period,” or otherwise specify its duration.


 


		3.20	Bidding
                                         Conditions



 


The
Bidding Conditions of the National and International Public Bidding Competition giving rise to the present Concession Contract.


 


		3.21	National
                                         Airport System (SNA)



 


The
set of airports listed in detail in Exhibit III of Executive Order No. 375/97.


 




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		3.22	Taking
                                         of Possession



 


Time
as from which the Concession Holder is responsible for the operation, management and functioning of Airport Group A, in accordance
with the Bidding Conditions and their accompanying Exhibits.


 


		3.23	Order of Priority



 


For
purposes of the interpretation and application of the bidding competition documents, the order of priority established by Executive
Order No. 2037/91, amending Executive Order No. 1143/91, shall be followed.


 


Likewise,
the following Exhibits shall be regarded as an integral part of the present Contract:


 


		1.	Rate System



		2.	Initial Rate Schedule



		3.	Investment Plan



		4.	Airport Standards
                                         / Quality of Service



		5.	Listing of airports
                                         included in the bidding competition for the concession



 


		3.24	Users



 


All
persons making use of airport facilities and services.


 


		3.25	Total Transportation
                                         Units



 


Unit
of measurement of air traffic, derived from converting the number of passengers into weight unit equivalencies, at the rate of
one terminal passenger equivalent to 100 kg of freight and/or mail.


 


		3.26	Calculation of Time
                                         Limits



 


Except
as otherwise expressed in the Bidding Conditions or the other bidding documentation, references in the present Contract to time
limits counted in days shall be understood to be counted in calendar days.


 


If
a due date falls on other than a business day, the performance due shall be deemed adequately discharged if the obligation is
performed on the first business day following the due date.


 




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		4.	PURPOSE



 


		4.1	Exclusivity and Responsibility



 


As
a consequence of the award made in the present National and International Public Bidding Competition, the Concession Grantor grants
and the Concession Holder accepts the present concession for the operation, management and functioning of Airport Group A, on
an exclusive basis, in accordance with the terms of the present Concession Contract and the provisions of section 3.5 of the
Bidding Conditions and the regulations interpreting and supplementing the same.


 


To
this end, the Concession Grantor, prior to the calling of the bidding competition, issued instructions to the pertinent dependencies
of the national government to the effect that no new concessions were to be granted and/or existing concessions extended at the
airports included in Airport Group A. Where necessary in order to ensure the continuity of services, the authorities were to resort
to the mechanism of temporary permits for the providing of such services, Consequently, the granting of such temporary permits
does not involve conferring any right upon the recipients of the same. The Concession Grantor guarantees the Concession Holder
that the aforementioned permits shall not serve to enable the holders to contest the rights of the Concession Holder, the latter
likewise being guaranteed the full use and enjoyment of the Concession on terms similar to those which would have existed if such
permits had not been granted.


 


The
Concession Grantor shall not authorize any alteration of airport infrastructure in the areas of influence of the National Airport
System member airports in accordance with article 12 and article 17, section 34 of Executive Order No. 375/97, except pursuant
to the terms of the Contract.


 


The
concession is granted on a basis of Exclusivity, and the Concession Grantor shall under no circumstances have the right to lay
aside this exclusivity clause and thereby affect the economic and financial equation of the Contract.


 


Under
no circumstances shall the Concession Grantor be held responsible for the operation, management and functioning as to which a
concession is granted under the present contract, or for maintenance and expansion of Airport Group A.


 


		4.2	Scope



 


The
Concession granted means that the Concession Holder shall assume exclusively the obligation of meeting any increase in demand
within Airport Group A, subject to the quality specifications of ICAO/IATA, as specified under Exhibit 4 accompanying the present
Contract, as well the obligation of making the investments provided for under Exhibit 3 accompanying the present Contract.


 


Any
airport infrastructure work not duly approved by ORSNA shall be required to be demolished, in such manner as to leave the airport
surface clean and vacant, unless an agreement is reached with the Concession Grantor whereby the latter accepts the same, with
no right on the Concession Holder’s part to any charge or compensation.


 




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For
all work, including demolition, authorization must be requested from ORSNA and the work must proceed in accordance with such instructions
as the latter may issue, within the scope of the Concession Holder’s obligations deriving from the present Contract. Such
demolition may come about on the initiative of the Concession Holder, the Argentine Air Force or ORSNA, but in all cases approval
must be obtained in advance from ORSNA in order to carry out the work.


 


The
Concession granted is at the Concession Holder’s sole risk. Likewise, the Concession Grantor assumes no responsibility of
any kind for the Investment Plan for which the Concession Holder is responsible.


 


		4.3	Additions
                                         and Decommissioning



 


Subject
to the Concession Holder’s approval, ORSNA shall have the right to withdraw from Airport Group A any airports that may
have fallen into disuse as a result of changes in market conditions. In due time, ORSNA shall establish methods of analysis such
as to permit defining under what circumstances an airport shall be deemed to have fallen into disuse.


 


In
such cases, ORSNA shall take into account the impact of airport service on the region concerned.


 


Likewise,
Airport Group A shall include any airports that may come to be incorporated into the same by decision of ORSNA, subject to the
Concession Holder’s approval.


 


		4.4	Replacement
                                         of an Airport



 


During
the Concession Period, the Concession Holder shall be permitted to propose for approval by ORSNA the replacement of one or more
airports by constructing new airports. In such cases, the airports to be replaced must be returned and turned over to the Concession
Grantor simultaneously with the placing in service of the new airport(s). The Concession Holder shall be required to demonstrate
to ORSNA the resulting benefit to Users, in terms of price and quality of service.


 


In
all cases in which airports are replaced, authorization must be obtained in advance from ORSNA or the authority having competent
jurisdiction under applicable legislation. The basic criteria that will be taken into account by ORSNA for purpose of such authorizations
are as appears from the Bidding Conditions, without prejudice to attention to such national airport policy considerations as may
be established by the national government, as well as the rights acquired by the Concession Holder by virtue of the Concession
Contract and applicable provisions of law. ORSNA may consider alternative solutions proposed by the Concession Holder, or proposed
by ORSNA with the Concession Holder’s approval; in all cases, however, final approval shall require an express decision
on the part of the latter body.


 




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Likewise,
in all cases involving replacement of airports, it shall be the responsibility of the Concession Holder to arrange for all approvals
and/or authorizations relating to locations and sites for the new airports, by ORSNA and the appropriate authorities. Any delay
in obtaining the pertinent authorizations shall not be regarded as constituting grounds for postponements in the construction
schedule for the new airports, unless the Concession Holder demonstrates to the satisfaction of ORSNA that the cause of such delay
is not imputable either to the Concession Holder itself or to any interposed third party for which the Concession Holder is responsible.


 


Infrastructure
and equipment quality standards must tend to improve upon those currently offered by the airports to be replaced, and in no case
shall be inferior thereto.


 


		5.	CONCESSION
                                         PERIOD



 


		5.1	Initial
                                         Period



 


The
Concession Grantor grants the concession for the operation, management and functioning of Airport Group A for a term of 30 years,
running from the Effective Date.


 


		5.2	Additional
                                         Term



 


The
Concession Grantor shall have the right to extend the Concession for an additional term of up to ten years, reserving the right
to maintain, modify or eliminate exclusivity, and subject to fulfillment of the following conditions:


 


		(a)	The Concession Holder
                                         must request an extension from the Concession Grantor at least 18 months prior to expiration
                                         of the Concession Period, specifying the additional term requested.



 


		(b)	The National Executive
                                         Branch must grant the extension requested, pursuant to a recommendation from ORSNA, indicating
                                         the term for which the same is granted.



 


		5.3	Extension



 


Without
prejudice to the provisions of the foregoing paragraphs, ORSNA shall have the power to require the Concession Holder to continue
the Concession Contract for a term not to exceed 12 months, counting from the expiration of the Concession Period. In order to
do so, ORSNA shall be required to give valid notice of such demand to the Concession Holder at least six months in advance of
expiration of the Concession Period.


 


If
the Concession is extended, the Concession Grantor shall consider the effect of such extension on the economic and financial equation
of the Concession, taking into account for this purpose the fact that the recovery of investments should have taken place during
the original term of the Concession.


 




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		6.	RULES GOVERNING
                                         PROPERTY



 


The
Concession Holder shall be required to assume the costs incurred by it as a result of transfers of property and Taking of Possession.


 


		6.1	Transmittal



 


The
Concession Grantor tenders or assigns – as appropriate – the property to the Concession Holder on the following terms:


 


		6.2	Chattel
                                         Property



 


The
National Government transfers to the Concession Holder all of the chattel property included in the inventory to be drawn up as
a consequence of each Taking of Possession, in accordance with the terms of the bidding documentation.


 


At
the end of the Concession, the Concession Holder shall assign free of charge to the Concession Grantor all of the chattel property
being used by the former in providing the services, so as to make possible the continued providing of service by government bodies
and dependencies or a future concession holder, on the same terms and with no change in the level of quality thereof, Property
as defined in this case shall not include any goods that may be held for sale or exchange.


 


		6.3	Real
                                         Property



 


		6.3.1	Transfer
                                         of Use



 


The
award involves the granting to the Concession Holder of custody of the real property located within the perimeter of each airport,
as identified on the record to be drawn up at the time of the pertinent Taking of Possession.


 


The
granting of custody of property as alluded to under the preceding paragraph includes, in addition to use, the safekeeping and
upkeep of the property, without prejudice to such wear accused to the same merely by the passing of time and proper use of the
same, provided, however, that nothing herein shall operate to vitiate any maintenance or other obligations assumed by the Concession
Holder in accordance with the present Contract and the rest of the bidding documentation. Notwithstanding the foregoing, ORSNA
shall be required to respect the provisions of the Concession Contract and the rest of the bidding documentation, its authorization
being required for any activities not expressly provided for therein, as well those which, being provided for, are subject to
the requirement that such authorization be obtained.


 




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		6.3.2	Assignment
                                         of Use



 


The
Concession Holder shall have the right to assign, for consideration or otherwise, the use of part of the real property made
available for the Concession Holder’s use under the present Contract. In this regard, the Concession Holder shall have
the right to enter into rental, commodatum [gratuitous bailment] or other similar contracts concerning the real property
received. All assignments made by the Concession Holder must be reported in advance by the latter to ORSNA, which shall have
the power to contest the same when the consideration for the assignment is lacking or unrealistically low, and the assignment
is not warranted from the standpoint of the management, operation or functioning of the airports.


 


		6.3.3	Obligations



 


The
Concession Holder shall be required to use the real property mainly for providing airport service on the terms authorized by ORSNA
as to the activities involved. Use of the property must be such as fully to meet airport service needs. The property may also be
used at the same time for other activities relating to airport activity, subject to the proviso that the designated purpose of
the present Concession Contract shall not be affected as a result.


 


As
to real property received from the Concession Grantor by commodatum, the Concession Holder must pay all taxes, official charges
and utility service charges payable by the Concession Holder in its capacity as such, and accruing after the Taking of Possession,
without prejudice to its fulfillment of all of the other obligations inherent in commodatum.


 


The
obligation mentioned in the preceding paragraph does not include real property tax, payment of any such tax due being the responsibility
of the property owner.


 


		6.3.4	Destruction
                                         of Property



 


In
the event that for any reason, any property is destroyed in whole or in part, regardless of whether such destruction is caused
by the Concession Holder itself, its employees or contractors, or third parties, the resulting damages shall be borne and repaired
entirely by the Concession Holder, with the exception of those cases in which the latter can validly assert the defense of an
act of God or force majeure, and in no case shall the latter
have the right to demand of the Concession Grantor or ORSNA that the same be replaced or repaired, or to assert against either
a claim for indemnity or compensation of any kind for the damages caused. Without prejudice to the foregoing, the Concession Holder
shall be required to take out insurance covering risks to the extent established in the aforementioned [sic] point 17.


 




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The
limitation stated above shall not bar the bringing of actions for compensation of damages or actions of any other kind which the
Concession Holder may deem appropriate against the parties that caused or are responsible for the aforementioned damages, whether
public or private, governmental or nongovernmental.


 


The
Concession Holder shall not be required to replace or repair any property that proves unnecessary to the proper fulfillment of
the obligations assumed by the Concession Holder, or proves to be superfluous, obsolete or redundant.


 


In
none of the aforementioned cases, with the aforementioned exception of acts of God or force
majeure, shall Concession Holder be excused from replacing or repairing the property destroyed in whole or in part,
without prejudice to any actions for compensation of damages or actions of any other kind which the Concession Holder may deem
it appropriate to bring against the parties which caused or are responsible for these damages.


 


Inasmuch
as the Awardee formulated its bid based on its own evaluation and research, likewise receiving the property “as is,”
all of the foregoing with no right to any claim of any kind, any assertion on its part of a warranty against hidden defects shall
be under stood to be precluded.


 


		6.3.5	Legal
                                         Impossibility of Continuing Use of Property



 


When
any circumstances now in existence or coming to exist in the future makes legally impossible the continued use of any given property
by the Concession Holder, the latter shall be required to return such property to the Concession Grantor.


 


In
such event, the Concession Grantor shall not be liable for any damages that may be caused to the Concession Holder.


 


When
loss of the use of property substantially affects the economic and financial equation of the Concession, the Concession Grantor
shall be required to replace the property concerned with other similar property, or, alternatively, to adjust the economic and
financial equation of the Contract to allow for the new circumstances, to the extent of the proven effect of the same.


 


The
circumstances giving rise to the legal impossibility of continued use of the property by the Concession Holder must be beyond
the Concession Grantor’s control, or must be the result of acts grounded on considerations of public interest or force
majeure.


 


If
assets appointed to airport activity under the terms indicated in the Contract are determined during the Taking of Possession
to be missing or destroyed, and such assets are not essential, their absence or destruction shall not operate to bar the obligation
to take possession or to give rise to a claim of any kind. Assets are to be regarded as nonessential if the absence or insufficiency
thereof does not impede the continued operation of the airport on the same terms as up to the moment of the Taking of Possession
of the same, or, in the case of those whose absence or insufficiency does represent an impediment, if the providing, creation
or improvement of the same is the responsibility of the Concession Holder.


 




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All property found within Airport
Group A at the time of termination of the Concession Contract, whatever the reason for its presence, shall be presumed as of that
time (except if proven otherwise by the Concession Holder) to be the property of the Concession Grantor, and shall be required
to be transferred to the latter without charge, in accordance with the terms indicated under the Concession Contract.


 


While the Concession Holder cannot
transfer a better right than it received from the Concession Grantor, the Concession Holder shall be responsible for taking precautions
to see that the provisions of the present subsection are respected and enforced under any contracts it may enter into with third
parties.


 


		6.3.6	Relations
                                         with the Argentine Air Force



 


The
Concession Holder shall grant free of charge to the Argentine Air Force, at each airport, the spaces necessary for purposes of
the carrying out of the latter’s specifically assigned functions.


 


Likewise,
for purposes of carrying out its functions, the Argentine Air Force shall have freedom of access and movement within airport facilities
for which the Concession Holder is responsible, subject to notice to the personnel designated for such purpose.


 


Inasmuch
as the specific functions of the Argentine Air Force include, in addition to those listed in the bidding documentation, the functions
established under the laws of Argentina, including national defense, the Concession Holder shall be required to be governed at
all times by the consequences of such laws and the regulatory provisions deriving therefrom.


 


		7.	CORPORATE STRUCTURE



 


		7.1	Designated Corporate
                                         Purpose



 


During
the Concession Period, the Concession Holder must have as its sole designated purpose the providing of the service of operating,
managing and seeing to the functioning of Airport Group A, in accordance with the terms of all of the bidding documentation.


 


		7.2	Restrictions



 


The
shares of the corporation entering into the present Contract as a Party shall not be pledged or encumbered without authorization
in advance from ORSNA. The pledging or refraining from pledging shares or other assets shall not be regarded as a condition precedent
for fulfillment of investment commitments, and shall not serve as justification for failing to fulfill these commitments in a
proper and timely manner.


 




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The
Concession Holder’s shareholders of record shall not be permitted to change their holdings or sell their shares during the
first five years following the Effective Date. Thereafter, they shall not be permitted to change their holdings or sell shares
without prior approval from ORSNA. In such case, the Concession Holder shall be required to prove to the regulatory body that
neither airport service nor investments will be affected.


 


		7.3	Technical
                                         Expert



 


During
the initial five-year period, the Concession Holder shall be required to maintain the technical assistance commitment established
with the shareholder that furnished proof of qualifications as specified under subsection 6..3(a) of the Bidding Conditions.


 


This
technical assistance commitment must be on record with ORSNA, for purposes of oversight and auditing, and no change in the same
shall be permitted without ORSNA’s approval.


 


ORSNA
shall have the right to approach the Technical Expert directly for the purpose of requesting such reports as ORSNA may deem appropriate
with regard to technical aspects of the Contract.


 


		8.	ACCOUNTING



 


The
Concession Holder shall be required to keep its books in accordance with accounting principles accepted in Argentina, in such
form and in accordance with such specific accounting standards as may be pre-established by ORSNA.


 


		9.	INFORMATION



 


Upon
ORSNA’s request, the Concession Holder shall be required to supply all details of costs and revenues in fully itemized form,
as to all of the services and facilities provided by the Concession Holder.


 


At
the request of the Concession Holder, ORSNA may declare the information furnished by the Concession Holder confidential.


 




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		10.	INVESTMENT
                                         PLAN



 


		10.1	Fulfillment



 


It
is the exclusive responsibility of the Concession Holder to make the investments offered in the pertinent National and International
Bidding Competition, on the schedule likewise offered, as appended to the present Contract as Exhibit 3.


 


The
investments to be made must in all cases be designed to cover increased demand and associated needs within Airport Group A, as
well as to meet the minimum standards specified by ICAO and IATA.


 


The
investment commitments for each airport, as included in the Investment Plan, may be modified, provided:


 


		1.	The modifications
                                         are included in the duly approved Master Plan.



 


		2.	The total amount for
                                         each year does not change.



 


		3.	The commitments assumed
                                         by the national government under the agreements signed with provincial and/or municipal
                                         governments for the assignment of the use of the airports included in the Concession
                                         are not affected.



 


Likewise,
the Investment Plan must provide for replacement of the Jorge Newbery airport in the city of Buenos Aires prior to year 7 of the
Concession, by means of either a new or an existing airport capable of meeting the airport demand needs of the city of Buenos
Aires over the term of the Concession, whether by absorbing such demand at an existing airport or proposing a new one. In the latter
case, only investments of a strictly airport- related nature shall be taken into consideration, and not those of a supplementary
nature, which must be proposed at the time of evaluation of the preliminary project design for the site concerned.


 


The
Concession Holder shall not be obligated to fulfill the Investment in Increased Capacity requirements at the airport to be replaced,
provided the dates scheduled for construction of the new airport are respected. In such event, it shall be under stood that the
Investment in Increased Capacity so omitted shall become part of the investment to be made in the new airport. Meanwhile, the
replacement of the Jorge Newbery airport must cover and adequately meet the demands of present and anticipated future airport
service to and from that airport.


 


This
situation shall be governed by all of the provisions of section 3.17 of the Bidding Conditions, and by the provisions of section
4.4 of the present Contract.


 


With
the express approval of ORSNA, the Concession Holder may postpone part of the investments scheduled for a given year, but in such
case it shall be required to make a bank deposit in the amount originally committed to the investment so postponed, in accordance
with such instructions as may be imparted to the Concession Holder by ORSNA to this end. Interest earned on such deposit shall
be regarded as an increase in the royalty and credited accordingly to the Concession Grantor. The provisions of the present paragraph
shall not be deemed to constitute a change in the provisions relating to the performance guarantee covering the commitments assumed
under the Investment Plan, but the fines prescribed for delays in the schedule contemplated under the Investment Plan shall not
apply as to those investments whose postponement has been authorized, for the duration of such postponement.


 




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In
order to evaluate the Concession Holder’s fulfillment of investment commitments during the first three one-year periods,
and taking into consideration the fact that the Concession Holder has up to 360 days to complete the Taking of Possession of all
of the Group A airports, the Concession Holder shall be deemed to be fulfilling investment requirements provided it has invested,
as of the end of such three periods running from the Effective Date of the Concession Contract all of the sums contemplated for
the three periods, in the manner explained in the preceding paragraph.


 


Investments
scheduled for 1997 are to be regarded as pertaining to the first period beginning with the Effective Date of the Concession Contract,
Investments scheduled for 1998 shall pertain to the second period, and so on. To this end, each period shall be regarded as consisting
of one calendar year. The Tucumán and Viedma airports shall not become part of Airport Group A until the end of the first
period; for this reason, the investment calendar for these airports shall begin to run with the second one-year period of the
Concession.


 


		10.2	Guarantees



 


In
order to guarantee the faithful fulfillment of the Investment Plan included in Exhibit 3 accompanying the present Contract, the
Concession Holder submits hereupon a guarantee for the first five years of the Concession Period, on the terms established under
the Bidding Conditions, for renewable periods of 30 months, in the amount of 10% of the investment amount for the period concerned.


 


Between
years 5 and 10 of the Concession, the investment percentage to be guaranteed may be reduced by half, subject to approval in advance
from ORSNA. Thereafter, ORSNA shall set the percentage to be guaranteed. In all cases, ORSNA shall base its decision on the degree
of fulfillment of the Concession Holder’s obligations.


 


Any
renewal of this guarantee must include both the amount of the investments remaining to be made for the then current one-year period,
and the amount of the investments scheduled for the next 30 months covered by such [renewal of the] guarantee.


 


		11.	MASTER PLAN



 


The
Concession Holder shall be required to prepare a Master Plan for each of the airports included in Airport Group A, in accordance
with ICAO/IATA specifications.


 




    	 	15	 



     


    

  


Such
Master Plan shall be submitted for approval by ORSNA within 24 months of the Effective Date, and shall reflect the investments
to be received by each of the airports. The Master Plan shall in no case be permitted to reduce the total investment amount to
which the Concession Holder is committed under its Investment Plan.


 


Once
approved by ORSNA, the Master Plan for each airport may be amended only with approval in advance from ORSNA.


 


Master
Plans shall be submitted for the term of the Concession Contract, and shall be adjusted by the Concession Holder when the following
contingencies arise:


 


		-	At airports with traffic
                                         exceeding 500,000 passengers per year, the Master Plan shall be updated at ten-year intervals,
                                         unless the airports concerned experience a difference on the order of 20% between actual
                                         passenger volume and that originally projected under the pertinent Master Plan.



 


		-	At airports with traffic
                                         of less than 500,000 passengers per year, the Master Plan need not be updated unless
                                         the airports concerned experience a traffic volume differing by more than 50,000 passengers
                                         from that projected at the time of preparation of the pertinent Master Plan.



 


		12.	ARGENTINE
                                         AIR FORCE – RESERVATION



 


On
the premises of each airport, the National Government, through the Argentine Air Force, shall retain responsibility for the following
functions:


 


		12.1	Operating Functions



 


		(I)	Administer and operate
                                         air navigation, as regards flight safety, air traffic control and communications.



 


		(II)	Provide public weather
                                         service.



 


		(III)	Direct, supervise
                                         and establish formal procedures, systems and regulations as regards air navigation aids,
                                         air safety and acceptance testing thereof.



 


		(IV)	Track the Concession
                                         Holder’s investments in the areas for which it [the Air Force?] has exclusive
                                         responsibility.



 


		(V)	Designate the Head of
                                         Airport for each airport, to exercise the authority appropriate to this position at such
                                         airport. The Head of Airport shall provide cooperation and consultation in those areas
                                         in which it is necessary to coordinate tasks with the Airport Manager designated by the
                                         Concession Holder at the Group A airports.



 




    	 	16	 



     


    

  


		12.2	Oversight
                                         Functions



 


		(I)	Certify, register and
                                         supervise the aviation infrastructure.



 


		(II)	Establish standards
                                         and regulations relating to operating certification for all SNA member airports.



 


		(III)	Certify, register
                                         and supervise aviation personnel, flight equipment and related activities.



 


		(IV)	Establish standards
                                         and guidelines relating to the qualifications for aviation professional technical personnel
                                         in their various categories and fields of specialization.



 


		(V)	Establish standards
                                         and guidelines concerning the issuance of licenses to air and ground aviation technical
                                         personnel in their various categories and fields of specialization, as well as the assignment
                                         and issuance of national registrations, certificates of airworthiness and flight permits,
                                         within the scope of its jurisdiction, and all matters concerning the National Aircraft
                                         Registry.



 


		(VI)	Supervise compliance
                                         with technical and physical/psychological standards and requirements prescribed for aviation
                                         ground and air personnel.



 


		(VII)	Within the scope of
                                         its functions, certify, register and supervise public and private airfields, proposing
                                         and/or issuing standards for the operation thereof.



 


		(VIII)	Supervise and monitor
                                         all matters relating to compliance with technical standards and requirements to be met
                                         by aircraft and related equipment, including the maintenance thereof.



 


		(IX)	Supervise all matters
                                         relating to issuance of registrations and certificates of airworthiness.



 


		(X)	Certify, register and
                                         supervise Argentine civil aircraft, the components thereof, and establishments devoted
                                         to the construction and/or repairing of the same.



 


		(XI)	Supervise all matters
                                         concerning compliance with standards issued by the International Civil Aviation Organization
                                         (ICAO) as regards air navigation and operating problems relating thereto.



 


		(XII)	Maintain and keep
                                         up to date the Register of Issuances of Registrations and Certificates of Airworthiness,
                                         as well as the Air craft Title Register.



 


		(XIII)	Assume responsibility
                                         for the health care response in the event of air emergencies, without prejudice to the
                                         Concession Holder’s obligation to place at the disposal of the Air Force all resources
                                         for which the former is responsible (first aid medical services, means of clearing debris,
                                         fire prevention and firefighting in the areas under its control, platform personnel and
                                         any other resources that may prove necessary to deal with the emergency).



 




    	 	17	 



     


    

  


		(XIV)	Provide fire extinguishing
                                         services when the same are needed in connection with an aviation accident, in accordance
                                         with Executive Order No. 934/70.



 


		12.3	Safety/Security
                                         Functions



 


		(I)	Without prejudice to
                                         the powers of the Concession Holder as regards safety/security, act as air police and
                                         exercise jurisdictional and safety/security police functions within the territorial areas
                                         and as to the subject matter encompassed by the existing regulatory framework, at international
                                         airports.



 


		(II)	Establish the guidelines,
                                         standards, procedures and other formal requirements as regards air navigational aids,
                                         air safety and acceptance testing thereof.



 


		(III)	Establish Argentina’s
                                         airlanes and publish airlane charts.



 


		(IV)	Promulgate standards
                                         for the prevention of accidents in the field of civil aviation and investigate incidents,
                                         establishing the cause and origin of the same.



 


		(V)	Direct and supervise
                                         operations relating to “Rescue and Lifesaving/Salvage” at airports and “Search
                                         and Rescue” nationwide.



 


		(VI)	Coordinate with the
                                         Concession Holder as to considerations relating to the safety/security of the areas for
                                         which the Concession Holder is responsible.



 


		13.	OBLIGATIONS
                                         OF THE CONCESSION HOLDER



 


The
Concession Holder shall have the right to manage and operate, directly or through third parties, under the Concession Holder’s
exclusive responsibility and at its expense and risk, of all business, industrial and service activities relating to and/or connected
with airport activity.


 


Without
prejudice to the foregoing, the Concession Holder shall fulfill the following obligations:


 


		(I)	Ensure equality, freedom
                                         of access and nondiscrimination as to the use of airport services and facilities on the
                                         terms established under the Bidding Conditions and provisions explaining and supplementing
                                         the same.



 


		(II)	Take all measures within
                                         its power to ensure that the functioning of Airport Group A is compatible with the normal
                                         development of community life, environmental protection, national and international provisions
                                         to combat narcotics trafficking and drug abuse, and national defense.



 




    	 	18	 



     


    

  


The
obligation to take all measures within the Concession Holder’s power, as provided for under the preceding paragraph with regard
to the matters mentioned under the present subsection, is that deriving, for every resident of Argentina in general and for administrators
of public service establishments in particular, from the laws applicable to the subject matter in question. This does not mean
that authority vested in the pertinent government agencies is in any way being transferred to the Concession Holder.


 


		(III)	Carry out the Master
                                         Plan approved by ORSNA, in order to satisfy the demand for aviation and nonaviation services.



 


		(IV)	Operate airport services
                                         and facilities in a reliable manner, in accordance with applicable national and international
                                         standards, in accordance with the provisions of Exhibit 4 accompanying the present Contract.



 


		(V)	Make investments in
                                         airport infrastructure, in order to meet future air traffic demand requirements, in accordance
                                         with the applicable Investment Plan. Within the Investment Plan, the provisions of the
                                         third paragraph of section 10.1 of the present Contract shall be observed.



 


		(VI)	Carry out maintenance
                                         of Airport Group A, in order to satisfy the demand for aviation and nonaviation services,
                                         being responsible in this connection for maintenance of all airport facilities except
                                         those used by government bodies in the areas assigned and/or reserved to them.



 


		(VII)	Extend or expand the
                                         facilities where desirable in terms of airport service needs, in accordance with Master
                                         Plan and the Investment Plan.



 


		(VIII)	Install, operate
                                         and maintain the facilities and/or equipment in such manner as to prevent the same from
                                         constituting a public safety hazard, respecting the standards applicable to the subject
                                         matter in each case.



 


		(IX)	Act in a manner consistent
                                         with the objective of preserving and/or improving the ecosystems involved in the course
                                         of its activities, complying with environmental protection standards currently in effect
                                         and those coming to be established in the future, and evaluate technically, at the Concession
                                         Holder’s own expense, the environmental impact that may be produced by the construction
                                         work contemplated for purposes of the fulfillment of the present Contract, carrying out
                                         the appropriate studies and tests.



 




    	 	19	 



     


    

  


The
Concession Holder shall not be responsible for environmental damage or contingencies or repairs to the facilities deriving from
activities predating the Taking of Possession. Effective upon the Taking of Possession, the Concession Holder shall be responsible
for environmental pollution caused by its own activities or by environmental situations supervening as from that time, and for
fulfilling the obligations stipulated in the first paragraph of the present subsection. Without prejudice to the foregoing, and
until such time as the Phase 2 studies referred to below are carried out, the Concession Holder shall not be required to assume
responsibility for environmental situations already in existence as of the time of the Taking of Possession, on the terms hereinafter
specified in this section.


 


The
Concession Holder may propose the studies to be conducted in phase 2, for which ORSNA is responsible, at airports requiring the
same. The studies to be conducted shall be abonados [vouched
for? paid for?] by ORSNA, which may take into consideration the Concession Holder’s opinion concerning the same.


 


Provided
they have been approved and/or authorized by ORSNA, any expenses incurred by the Concession Holder as a consequence of correction
of the effects of environmental situations existing prior to the Taking of Possession or reconstruction deriving from the same
shall be deducted from the first royalty payment following approval of the pertinent work certificates.


 


		(X)	Refrain from abandoning
                                         in whole or in part the providing of airport service or the facilities intended for or
                                         appointed to use in the providing of the same, except with approval in advance from ORSNA.



 


		(XI)	Refrain from offering
                                         advantages or preferences to users and/or service providers (the latter being understood
                                         to consist of all private parties which, under a formal contract or other type of relationship
                                         with the Concession Holder, are authorized to provide goods and/or services on airport
                                         premises) at the facilities for which it is responsible, except as warranted by the status
                                         of the party receiving the same.



 


		(XII)	Pay the royalty, in
                                         accordance with the provisions of article 17 of the present Contract.



 


		(XIII)	Place at the disposal
                                         of ORSNA all documents and information necessary or requested by ORSNA for purposes of
                                         verifying compliance with the Contract and any applicable regulations, complying with
                                         such requests as ORSNA may make to this end.



 


		(XIV)	Provide, in the areas
                                         under its control, fire prevention, fighting and extinguishing services at Airport Group
                                         A, directly and/or through third-party specialists, approval being required from ORSNA
                                         as to the degree to which these duties are being discharged. The services for which the
                                         Concession Holder is responsible, without prejudice to the cooperation which the Concession
                                         Holder and its personnel are required to provide in the event of any emergency, shall
                                         cover only fires other than those classified by Executive Order No. 934/70 under the
                                         category of “aviation accidents,” investigation and prevention of which
                                         are the responsibility of dependencies of the Argentine Air Force. The obligations with
                                         which the Concession Holder is charged as regards fires on airport premises relate to
                                         the precautions to be taken for the prevention and extinguishing of the same apart from
                                         the cases mentioned above. To this end, the Concession Holder must have at each airport
                                         sufficient and suitable equipment and trained personnel, provided either by the Concession
                                         Holder itself or by third parties, without prejudice to the possibility of calling for
                                         assistance from any public or private fire departments that may exist, so as to provide
                                         all measures conducive to the maximum possible safety for persons and property on the
                                         aforementioned airport premises. The requirements to be met by the Concession Holders
                                         to this end shall be established and/or approved by ORSNA depending on the type of airport
                                         concerned, its passenger and freight traffic and such other circumstances as ORSNA may
                                         deem pertinent, in accordance with such regulations and guidelines for the prevention
                                         and combating of fires as may have been established by the competent authorities.



 




    	 	20	 



     


    

  


		(XV)	Comply with the provisions
                                         and regulations emanating from ORSNA.



 


		(XVI)	Respect the provisions
                                         of the Argentine Constitution, international treaties to which Argentina is a party and
                                         laws and regulations issued by the national authorities, including in particular the
                                         body or bodies designated to perform the tasks of auditing and overseeing airport project
                                         work and activities, with express waiver of any claim to legislative, judicial or arbitration-related
                                         extraterritoriality. In connection with all aviation or non-aviation activities, the
                                         Concession Holder shall be required to respect any national, provincial or municipal
                                         rules or regulations applicable to the airport premises covered by the concession.



 


		(XVII)	Keep Airport Group
                                         A open and/or operable during the hours established for each airport by ORSNA Until
                                         ORSNA decides on this matter, airports must be operable 24 hours a day, with the exception
                                         of those airports whose low numbers of daily operations do not warrant, in the judgment
                                         of the Concession Holder, such extensive operating hours. In this event, the airports
                                         concerned shall be limited to a schedule sufficient to meet their actual operating needs,
                                         ORSNA being vested with jurisdiction to grant exceptions and/or set operating hours.



 


		(XVIII)	Ensure the ability
                                         of the National Government to exercise its powers relating to operation of the airports
                                         covered by the present Contract, necessarily including:



 


		1.	Reserving to the Argentine
                                         Air Force the providing of air traffic and/or air traffic control and/or flight protection
                                         services and imposition and collection of the applicable rates and charges, as determined
                                         by ORSNA.



 


		2.	Determination of the
                                         spaces and areas within airports whose use is to be reserved to agencies and dependencies
                                         of the National Government, as well as the rules applicable to use of airport infrastructure
                                         by government aircraft, including military aircraft, by virtue of their specific functions,
                                         the same to be exempt from the payment of charges, and operation of the same to be ensured
                                         in accordance with service needs.



 




    	 	21	 



     


    

  


		3.	[Reserving] to agencies
                                         and dependencies of the National Government powers over the operation and use of airport
                                         facilities in emergency situations designated by the National Executive Branch.



 


		4.	Providing free of charge
                                         to government agencies and dependencies with powers over and/or a direct or indirect
                                         connection with airport activity, physical spaces as reasonable and necessary for purposes
                                         of providing their respective services (for example, Customs and Immigration). Additional
                                         space requirements on the part of public bodies must be satisfied on terms coordinated
                                         by ORSNA as to need and reasonableness.



 


Maintenance
of spaces provided free of charge to government agencies and dependencies shall be the responsibility of the same, except as otherwise
agreed between the parties. In this regard, the last part of article 43 of Executive Order No. 1674/76 shall apply.


 


The
government bodies to which the present subsection refers, as well as their respective functions, are as determined by applicable
laws and regulations, the latter being deemed to include, insofar as the Concession Holder is concerned, the bidding documentation
in its entirety.


 


		(XIX)	See that charges for
                                         transportation to airports, from and to points of origin [sic] are reasonable and fair
                                         in the case of such means of transportation as the Concession Holder may provide or offer
                                         either directly or through third parties under contract or authorization, even though
                                         not obligated to do so, likewise seeing that the charges to be collected by the Concession
                                         Holder (free minutes within airport and hourly parking) are as low as possible, in order
                                         that such benefit may be passed on to users, within the framework of free competition.



 


		(XX)	Make all investments
                                         necessary for the construction of new project work and/or remodeling and/or repairs and/or
                                         expansion necessary to bring the airports covered by the present bidding competition
                                         to acceptable levels of quality as to infrastructure, technological equipment, functionality
                                         and operation, and/or the carrying out of all necessary maintenance and upkeep tasks,
                                         in accordance with the requirements included in international treaties signed by Argentina
                                         with respect to civil and commercial aviation, as well as to achieve compliance with
                                         recommendations emanating from the competent international bodies. The Concession Holder
                                         shall likewise be required to comply with the provisions of Argentine laws and regulations
                                         applicable to airports and air fields, within the framework established under the Bidding
                                         Conditions and their accompanying Exhibits.



 


		(XXI)	Make the investments
                                         necessary in order’ to attend efficiently to the growth and development of domestic and
                                         international passenger, freight and postal air traffic.



 


		(XXII)	Implement, equip
                                         and operate emergency and first aid medical services on the premises under its control,
                                         in accordance with ICAO standards and recommendations.



 




    	 	22	 



     


    

  


In
accordance with Part 7 (Emergency Planning at Airports) of the ICAO Airport Services Manual (Exhibit 14), deployment of all resources
in the event of an aviation emergency shall be the responsibility of the Head of Airport designated by the Argentine Air Force,
the latter assuming responsibility for the health care response to such emergency, without prejudice to the Concession Holder’s
obligation to make available all resources for which it is responsible, such as first aid medical services, means of clearing
away débris, fire prevention and firefighting in the areas under its control, platform personnel and any other resources
that may be necessary to the implementing of the aforementioned Emergency Planning.


 


		(XXIII)	Adopt any airport
                                         safety measures necessary to safeguard the integrity of persons and/or things passing
                                         through the areas under the Concession Holder’s control, without prejudice to the
                                         jurisdiction conferred by law on the national authorities on airport premises.



 


		(XXIV)	None of the activities
                                         to be engaged in by the Concession Holder, whether or not enumerated above, shall adversely
                                         affect airport safety/security.



 


		(XXV)	Carry out all measures
                                         and actions necessary to ensure continuity in the providing of the services covered under
                                         the terms of the concession, and maintenance of the airports involved in optimal operating
                                         condition, likewise assuring users of safe and comfortable conditions during use of the
                                         facilities.



 


		(XXVI)	Maintain the existing
                                         pricing and quality conditions, and the existing legal relationships, as to the supplying
                                         of fuels and lubricants to the aircraft of Air Carriers, except as expressly otherwise
                                         agreed upon between the parties and/or authorized by ORSNA, as applicable.



 


		(XXVII)	Hire, under the provisions
                                         of the Employment Contracts Act, the qualified personnel to be employed effective upon
                                         the Taking of Possession, in order to ensure the uninterrupted providing of services,
                                         bearing in mind that the concession granted hereunder does not operate to transfer to
                                         the Concession Holder the personnel currently assigned to airport service, whatever their
                                         employment relationship. For this reason, any labor or employment-related obligation
                                         relating to personnel providing airport services prior to the Taking of Possession of
                                         each airport shall be the responsibility of the entity then employing such personnel,
                                         no responsibility attaching to the Concession Holder with respect to the same.



 


		(XXVIII)	Hereby assume responsibility
                                         for payment of professional fees, both fixed and contingent, to the Financial Advisor
                                         and Rate Consultant UBS Securities LLC (Union Bank Switzerland), as mentioned under
                                         section 3.18 of the Bidding Conditions, in respect of the Bidding Competition that gives
                                         rise to the present Contract, thus releasing the national government from such obligations,
                                         the same being irrevocably assumed by the Concession Holder.



 




    	 	23	 



     


    

  


		(XXIX)	Respect any agreements
                                         and stipulations that may have been entered into by the national government with regard
                                         to the assignment of use and/or transfer of the management and operation of airports
                                         for purposes of the incorporation of the same into Airport Group A as contemplated by
                                         the present Contract, in accordance with the terms of section 3.20 of the Bidding Conditions
                                         and the provisions interpreting and supplementing the same.



 


		(XXX)	Designate the Airport
                                         Manager for each Group A airport, to exercise the authority of such position at such
                                         airport, the same being required to cooperate and consult, in those areas in which the
                                         coordinating of tasks may prove necessary, with the Head of Airport designated by the
                                         Air Force.



 


		(XXXI)	To agree with ORSNA,
                                         which shall call upon the Concession Holder for the purpose, on the schedule for the
                                         Taking of Possession of the various Group A airports, being required to carry out the
                                         Taking of Possession of those airports which had traffic of more than 1 million passengers in 1996 within 90 days of being called upon by ORSNA to do so, and that of the remaining
                                         airports within 360 days of the same event, a record being drawn up of each such Taking
                                         of Possession. The Concession Holder shall receive the property in “as is”
                                         condition.



 


		14.	OBLIGATIONS
                                         OF CONCESSION GRANTOR



 


It
is the obligation of the Concession Grantor to guarantee to the Concession Holder the exclusivity of the present Concession Contract
for such term and subject to such conditions as may be determined by the bidding documentation in its entirety.


 


		15.	ACTS
                                         OF GOD OR FORCE MAJEURE



 


The
existence of an act of God or force majeure as provided
for under Argentine law shall release the parties from all responsibility for the obligations they have assumed, absent an express
reservation to the contrary.


 


		16.	RATE
                                         MECHANISM



 


For
the first five years of the Concession, the prices for aviation services for which the future Concession Holder shall be responsible
as from the Effective Date shall be as established under Exhibit 2 accompanying the present Contract.


 


Without
prejudice to the terms established for existing concessions, prices for nonaviation services not included in the aforementioned
Exhibit 2 shall be established freely by the parties, in accordance with the provisions of the bidding documentation.


 




    	 	24	 



     


    

  


The
rate schedules approved by ORSNA constitute maximum amounts that must be respected by the Concession Holder in billing for services
provided to users and Air Carriers.


 


During
the term of the concession, the applicable Rate Mechanism shall be that appearing in Exhibit 1 accompanying the Concession Contract,
or any other coming in the future to be approved by ORSNA.


 


The
Concession Holder shall have the right to propose to ORSNA, at such intervals and in such manners as the latter may establish,
the setting of rates for arrangements not originally contemplated, when implementation of the same represents technical and financial
improvements in the providing of service for Users and/or Air Carriers and/or the Concession Holder. These proposals may be
submitted once five years have elapsed following the Effective Date Likewise, ORSNA shall ordain such measures as circumstances
warrant.


 


In
accordance with the Initial Rate Schedule appearing in Exhibit 2 accompanying the present Contract, the Concession Holder shall
collect the following aviation charges:


 


		-	Landing Charge.



		-	Aircraft Parking
                                         Charge.



		-	Airport Use Charge.



		-	Telescoping Boarding
                                         Tube Use Charge.



 


Meanwhile,
the following aviation charges shall be collected by the Air Regions Command and other official bodies:


 


		-	Safety/Security
                                         Charge.



		-	Immigration Charge.



		-	En Route Flight
                                         Protection Charge.



		-	Landing Support
                                         Charge.



 


Except
as otherwise agreed in advance, billing, administration and collection of charges payable to the Argentine Air Force or other
official bodies shall not be the responsibility of the Concession Holder.


 


		17.	ROYALTY



 


The Concession
Holder shall be required to pay the Concession Grantor, by way of an annual royalty, the amount resulting from combining the basic
royalty, adjustments, updates and arrangements hereinafter provided for.


 




    	 	25	 



     


    

 


		17.1	Amount



 


		(a)	The annual royalty amount
                                         offered by the Awardee in its final financial bid, hereinafter the “basic royalty,”
                                         namely $171,121,000, payable by the Concession Holder one-half at the end of each six-month
                                         period, in U.S. dollars.



 


		(b)	To this end, the payment
                                         dates are hereby established as being no later than 30 days after the end of each calendar
                                         half-year; that is, June 30 and December 31 of each year.



 


		(c)	In order to determine
                                         the amount payable by way of basic royalty at the end of the first half-year of the Concession,
                                         as well as for purposes of the updating provided for, the reference date shall be deemed
                                         to be the date of the taking of possession of all Group A airports, or the date on which
                                         a period of 180 days elapses following the Taking of Possession, whichever is earlier.



 


		(d)	In the event that the
                                         end of the first calendar half-year following the reference date does not coincide with
                                         the elapsing of a full six months [of the Concession], the amount payable by way of basic
                                         royalty on such date as provided for under (b) above shall be prorated for the time elapsed
                                         since the reference date. The same principle shall apply, where appropriate, to the determination
                                         of the amount of the last basic royalty payment at the end of the Concession, counting
                                         the time elapsed from the closing date of the six-month period immediately preceding.



 


		(e)	The criterion applied
                                         for purposes of updating the basic royalty shall be the change in the Producer Price
                                         Index for Finished Goods, Seasonally Adjusted – Total (PPI), published monthly by the
                                         Bureau of Labor Statistics of the United States Department of Labor, between the month
                                         of December of the year in which the reference date referred to under (c) above falls
                                         (the same being regarded as the “PPI base year “), and December of the year
                                         for which the update adjustment is to be calculated. Such update adjustment shall be
                                         applicable beginning with the year following that taken as the base year, until the end
                                         of the Concession.



 


		(f)	Beginning with the sixth
                                         calendar year, counting from the reference date, changes in air traffic at Airport Group
                                         A, measured in Total Transportation Units (UTG), shall be incorporated into the update
                                         adjustment provided for under the preceding subsection. For purposes of this provision,
                                         the fifth calendar year shall be regarded as the “UTG base year.”



 


		(g)	The following algebraic
                                         expressions shall be used to determine the update adjustments provided for under (e)
                                         and (f) above:



 


Through
the fifth calendar year:


 


Ii = ((Pi
/ P0) – 1) x 100


 




    	 	26	 



     


    

  


Beginning
with the sixth calendar year:


 


Ii
= (((Pi’ / P0) x (Ti’
/ T0)) – 1) x 100


 


Where:


 


	Ii	=	Update adjustment percentage for year i, where i = year 2, 3,
    4 or 5.
	 	 	 
	Ii’	=	Update adjustment percentage for year i’, where i’ =
    year 6, 7, . . 30).
	 	 	 
	Pn	=	PPI for December of the year subject to update adjustment.
	 	 	 
	P0	=	PPI for December of the “PPI base year.”
	 	 	 
	Ti	=	Total Traffic Units (UTG) for the year subject to update adjustment.
	 	 	 
	T0	=	Total Traffic Units (UTG) for “UTG base year.”


 


		(h)	The amount resulting
                                         from the above update adjustment calculations shall be paid in a single yearly payment
                                         to be made within 90 days of the end of the calendar year subject to update adjustment.



 


		17.2	Environmental
                                         Expenses



 


If
the Concession Holder incurs expenses as a consequence of correction of the effects of environmental situations already in existence
as of the time of the Taking of Possession or any reconstruction deriving therefrom, any such expenses approved or authorized
by ORSNA shall be deducted from the next royalty payment.


 


		17.3	Default
                                         on Payment of Royalty



 


Default
on payment of the royalty shall occur automatically simply upon expiration of the prescribed time limit, without need for judicial
or extrajudicial demands for payment. The amount in default shall bear punitive interest at a rate equivalent to 1.5 times the
discount rate for commercial transactions applied by the Argentine Central Bank as of each day of default.


 


		18.	INSURANCE



 


At
the time of the signing of the present Concession Contract, the Concession Holder shall be required to take out at its own expense,
effective as of the Taking of Possession of the first airport and throughout the entire Concession Period, a civil liability policy
in the joint names of the Concession Holder and the Concession Grantor, covering any damages, loss or injury that may occur to
persons or property as a result of the performance of work or operation of the airports included in the present Contract, in
such manner as to hold harmless both the Concession Holder and the Concession Grantor until the termination of the Concession
Contract. The minimum amount of insurance covering the aforementioned shall be US$100 million. This amount shall be updated annually
by ORSNA.


 




    	 	27	 



     


    

  


The
Concession Holder shall be required to have coverage including partial and total risks on the property granted by concession.
The Concession Holder shall likewise be required to possess insurance covering any damages that may be caused by acts of God
or force majeure with regard to the investment in work
included in the Concession.


 


The
Concession Holder shall be required to take out worker’s compensation insurance as provided for under law No. 24570, or,
where applicable, to self-insure in accordance with the provisions of the same, and keep such insurance or self-insurance in effect
as long as there remains personnel employed by the Concession Holder or its subcontractors for purposes of the present Contract.


 


All
of the insurance provided for under the present article, and all renewals of the same, must be obtained from insurance companies
of recognized standing, to the satisfaction of ORSNA.


 


The
insurance policies and renewals thereof shall expressly provide for the obligation on the part of the insurer to notify the Concession
Grantor of any failure by the Concession Holder to make payment. The insurance policy must remain in effect for at least 15 days
following the date of such notice, in order to allow time to remedy the nonpayment.


 


Any
failure on the part of the Concession Holder to fulfill the obligations for which it is responsible with regard to the taking
out of insurance shall empower the Concession Grantor to take out and keep in effect the pertinent insurance, at the expense of
the former. In this regard, the Concession Grantor shall have the right to pay the applicable premiums, which shall be refunded
by the Concession Holder within five days, on pain of foreclosure of the guarantee provided for under article 21 of the present
Contract Without prejudice to the foregoing, the Concession Holder shall in no case be released from contractual liability in
the event of a casualty loss.


 


The
Concession Holder shall be liable for all losses, claims, complaints, legal actions, costs, charges and expenses deriving or resulting
from a breach on the part of the Concession Holder of the requirements of the present article, whether as a consequence of cancellation
of any of the aforementioned insurance or in any other manner.


 


		19.	LIABILITY



 


The
Concession Holder shall be liable for all damages caused to the Concession Grantor and/or third parties as a consequence of performance
of the present contract and/or failure to fulfill the obligations assumed under the same.


 




    	 	28	 



     


    

 


		20.	TAX STABILITY



 


The
Concession Holder shall be liable for payment of all taxes established by applicable national and provincial laws and municipal
ordinances. Consequently, no exception, release, preferential treatment, tax exemptions or tax stability shall apply with respect
to the Concession Holder, except as arising from such laws and ordinances or the regulations associated therewith.


 


Without
prejudice to the foregoing, if, subsequent to the date of the Taking of Possession, any change occurs in the total tax burden
as the result of the enactment, modification, repeal or extinction of taxes, charges or assessments bearing or levied directly
(i) on rates, charges or consideration which the Concession Holder is entitled to collect from Users; or (ii) on the activity
carried on by the Concession Holder, the Concession Holder may request from ORSNA, or the latter may order at the request of a
party, the appropriate change in the rates, charges or consideration which the Concession Holder is entitled to collect from Users,
to the extent of the actual impact caused by such change in the tax burden.


 


No
change or modification of the tax burden warranting the passing on of the impact in the manner provided for above shall be deemed
to have occurred when the changes made relate to the profits tax or any tax coming in the future to replace or supplant the same.


 


The
Concession Holder shall not be obligated to question the validity, legality, constitutionality or applicability of any tax provisions
the competent authorities may seek to impose on the Concession Holder following the Taking of Possession, in order to be entitled
to pass on the tax burden as provided for under the preceding subsection. Once the provisions making the change in the total tax
burden have been enacted, the Concession Holder shall have the right to apply to ORSNA for the passing on of the same whenever
regulated rates become affected, and ORSNA shall be required to grant the relief so applied for, once the impact of the Change
on the Concession Holder’s economic and financial equation has been verified.


 


The
Concession Holder’s obligation to pay the taxes and service and other charges for which it is liable shall in no case include
an obligation to pay those which were outstanding or which accrued prior to the Taking of Possession, nor to pay real estate taxes,
which – if any are payable – are the responsibility of the owner of the real property.


 


		21.	CONTRACT
                                         PERFORMANCE GUARANTEE



 


		21.1	As
                                         security for the timely fulfillment of the obligations assumed by the Concession Holder
                                         under the present Contract, the Concession Holder shall post a guarantee in the amount
                                         of US$10 million, which shall be kept in effect throughout the term of the Concession
                                         and updated in accordance with the Producer Price Index for Finished Goods, Seasonally
                                         Adjusted – Total, published monthly by the Bureau of Labor Statistics of the United States
                                         Department of Labor. The posting of this guarantee may not be invoked by the Concession
                                         Holder as a means of limiting or avoiding the complete fulfillment of all of the obligations
                                         assumed by the Concession Holder under the present Contract.



 




    	 	29	 



     


    

 


The
issuing bank and the terms on which the guarantee is issued and/or renewed must be approved by the Office of the Head of the Cabinet.
The aforementioned guarantee may be renewable for successive periods of no less than two years, such renewal to occur no less
than 60 days in advance of each expiration date.


 


		21.2	Forms



 


The
guarantee may be posted in any of the following forms, at the Concession Holder’s option:


 


		(I)	In cash, by sight or
                                         time deposit automatically renewable every 30 days at the Argentine Central Bank, payable
                                         to the order of the Office of the Head of the Cabinet. Interest on the principal deposited
                                         shall be applied to the amount of the guarantee.



 


		(II)	A bank surety by a
                                         bank accepted by the Office of the Head of the Cabinet, whereby the bank granting the
                                         surety constitutes itself as jointly and severally liable co-debtor pure and simple
                                         and payer of first resort, upon the first demand for payment made by ORSNA, as to any
                                         and all of the obligations assumed by the Concession Holder under the Bidding Conditions
                                         and the present Contract, and up to the amount provided for under section 20.1, with
                                         express waiver of the benefits of severance and excussio
                                         [right to demand exhaustion of remedies against the original debtor before
                                         proceeding against the surety] under the terms of article 2013 of the Civil Code and
                                         article 480 of the Commercial Code. The amount of the guarantee shall be adjusted every
                                         two years following the original posting thereof, in accordance with the change in the
                                         Producer Price Index for Finished Goods, Seasonally Adjusted – Total, published monthly
                                         by the Bureau of Labor Statistics of the United States Department of Labor.



 


		(III)	Deposit to the order
                                         of the Office of the Head of the Cabinet, at the Argentine Central Bank, of Argentine
                                         Foreign Debt Bonds (Bonex) in a quantity sufficient, at Argentine market prices, to cover
                                         the guarantee plus an additional margin of 20%. Payments by way of amortization and
                                         interest on the bonds shall become part of the guarantee, which must be deposited in
                                         the manner provided for under (I) above.



 


		(IV)	Insurance bond issued
                                         in the name of the Office of the Head of the Cabinet by an insurance carrier accepted
                                         by the same, in accordance with the terms provided for under (II) above, The amount of
                                         the guarantee shall be adjusted every two years following the original posting thereof
                                         in accordance with the change in the Producer Price Index for Finished Goods, Seasonally
                                         Adjusted – Total, published monthly by the Bureau of Labor Statistics of the United States
                                         Department of Labor.



 




    	 	30	 



     


    

 


		(V)	In the event of coinsurance,
                                         the policy must indicate the percentages assumed by each insurer, certifying that the
                                         same have no indebtedness due and payable to reinsurance carriers.



 


		(VI)	The Concession Holder
                                         shall be required to submit a certificate issued by any reinsurance carriers with which
                                         its insurers do business, documenting the nonexistence of any indebtedness due and payable
                                         by the insurers to such carriers.  The Concession Grantor and/or the Competent Authority
                                         shall have the right to demand the submitting of such certificates at any time they may
                                         deem the same advisable, throughout the Concession Period.



 


		(VII)	Opening of an irrevocable
                                         and unconditional stand-by letter of credit granted by a frontline bank satisfactory
                                         to the Office of the Head of the Cabinet. The amount of the guarantee shall be adjusted
                                         every two years following the original posting thereof, in accordance with the change
                                         in the Producer Price Index for Finished Goods. Seasonally Adjusted – Total, published
                                         monthly by the Bureau of Labor Statistics of the United States Department of Labor.



 


		21.3	Documentation



 


The
guarantee must be established with express reference to the present Contract. The original document establishing the same shall
be tendered to the Office of the Head of the Cabinet prior to the Taking of Possession. The signatures of the persons signing
a surety or insurance bond must be certified by a Notary Public. As a precondition for the Taking of Possession, the Concession
Holder must have received approval of the guarantee from the Office of the Head of the Cabinet.


 


		21.4	Claims
                                         Against Guarantee



 


Following
notice to the Concession Holder to fulfill within 15 days any obligation as on which it may have defaulted, ORSNA shall have the
right to collect such portion of the guarantee as to enable it to make arrangements, either directly or through third parties
and at the Concession Holder’s expense, to fulfill the obligations the latter failed to perform and cover the repairing
of any damages, including legal interest deriving from the default. ORSNA shall have the right to collect against the guarantee
to cover payment of fines imposed on the Concession Holder, or any other sum the latter may owe the Concession Grantor and/or
ORSNA on any account.


 


Any
failure to fulfill a clause of the present Contract shall be regarded as covered by this Contract Performance Guarantee If the
nonfulfillment affects the Investment Plan, this guarantee shall be replaced by the Investment Commitment Guarantee provided for
under section 10.2 of the present Contract.


 




    	 	31	 



     


    

 


		21.5	Restoration
                                         of Guarantee



 


In
the event that ORSNA and/or the Office of the Head of the Cabinet collects part or all of the guarantee, the Concession Holder
shall have a time limit of 30 days, counting from the date of collection of the guarantee, to restore the full amount of the same
by depositing a sum equal to that collected. The Concession Holder shall owe the Concession Grantor the amount of interest accruing
as from the fifth day following such collection, until the date of the deposit restoring the full amount of the guarantee. This
interest shall be calculated in accordance with the average LIBOR rate in effect on each day of default, plus two points.


 


		21.6	Return
                                         of Guarantee



 


The
guarantee shall be returned to the Concession Holder, after deduction of the amounts necessary to ensure fulfillment of any outstanding
obligations assumed by the Concession Holder, within 60 days of the extinction of the Concession, provided such extinction was
not motivated by fault or negligence on the part of the Concession Holder. If the extinction of the Concession takes place because
of fault or negligence on the part of the Concession Holder, the latter shall permanently forfeit the full amount of the guarantee,
which shall be added to the compensation for damages payable to the Concession Grantor.


 


		22.	PENALTIES



 


In
the event of a breach of the obligations assumed by the Concession Holder, ORSNA shall
have the right to impose such monetary fines as it may deem appropriate, respecting in all cases the principle of due process.


 


To
this end, it shall be the responsibility of ORSNA to regulate the mechanism and procedure to be applied and/or the graduation
of penalties, without prejudice to the provisions of the present Contract.


 


Delays
in the Investment Plan schedule shall result in imposition by ORSNA of a penalty equivalent to 10% of the value of the unit of
work that has been delayed. This fine may be collected directly by ORSNA against the Investment Commitment Guarantee which the
Concession Holder is required to post.


 


Any
monetary fines imposed by ORSNA shall become due and payable only after the handing down of a final administrative ruling.


 


The
Concession Holder shall be required to pay any fines and penalties imposed upon it by ORSNA, but shall be entitled to claim for
a refund of fines if it is able to demonstrate to the satisfaction of ORSNA that the cause of the nonperformance for which the
fine was imposed is not imputable to the Concession Holder or any third party for which the Concession Holder is responsible.


 




    	 	32	 



     


    

 


In
the event that the Concession Holder demonstrates that the nonperformance or delay was not imputable to it or to persons for which
it is responsible, it shall be excused from paying the penalty. If the same has already been paid, it shall be refunded to the
Concession Holder, with the applicable accessory charges.


 


		23.	RESCISSION
                                         BECAUSE OF A BREACH OF DUTY ON THE PART OF THE CONCESSION HOLDER



 


		23.1	Breach
                                         of Duty on the Part of the Concession Holder



 


Without
prejudice to any other rights the Concession Grantor may have by virtue of the present Contract, it shall be entitled to rescind
the same in the following cases:


 


		(a)	When the Concession
                                         Holder repeatedly comes into breach of substantial contractual obligations and fails
                                         to regularize such situation within the time limit specified by ORSNA in its notice of
                                         such breach. A substantial contractual obligation shall be understood as meaning any
                                         whose nonfulfillment by the Concession Holder gives rise to notice from ORSNA to regularize
                                         the resulting situation.



 


		(b)	When the cumulative
                                         amount of fines imposed on the Concession Holder comes to exceed 20% of the latter’s
                                         gross revenues, net of taxes and official charges for the 12-month period concerned. This
                                         calculation and determination shall be made by ORSNA following the close of each one-year
                                         period.



 


In
order for fines to be counted, the same must at least have been affirmed by final administrative ruling. Likewise, the gross revenues
considered as mentioned above shall be those for the one-year period immediately preceding the date of calculation.


 


		(c)	If the shareholders
                                         encumber or allow to be encumbered in any manner the shares of the Concession Holder
                                         without ORSNA’s participation, and do not proceed to secure the discharge of such
                                         encumbrance within such time limit as may be specified by ORSNA.



 


		(d)	If a meeting of Shareholders
                                         of the Concession Holder approves, without ORSNA’s participation, an amendment
                                         to the Bylaws of the Corporation or a share issue that alters or permits alterations
                                         in the shareholdings existing at the time of incorporation, on the terms established
                                         under the Bidding Conditions.



 


		(e)	If shares in the Concession
                                         Holder are transferred in violation of the provisions of the Bidding Conditions or without
                                         prior approval from ORSNA.



 


		(f)	Failure to make payment
                                         of the royalty on time and in the prescribed form, in accordance with the Concession
                                         Holder’s obligation.



 




    	 	33	 



     


    

  


In
the event of any of the breaches of duty mentioned in the present article, ORSNA shall have the right to notify the Concession
Holder that the latter must regularize the situation, on pain of rescission of the present Contract.


 


If
the Concession Grantor makes use of the power granted by the present subsection, it shall pay the Concession Holder the updated
value of the aviation investments made that have not been amortized as of the time dissolution is ordered, deducting from the
same the following percentages by way of compensation for damages incurred by the Concession Grantor:


 


		-	During the first
                                         ten years of the Concession, 50%.



 


		-	During the second
                                         ten-year period of the Concession, 45%.



 


		-	During the third
                                         ten-year period of the Concession, 40%.



 


Aviation
investments shall be regarded as consisting of those deriving from the provisions of the present Contract or having been authorized
by ORSNA as aviation investments, which are made by the Concession Holder on airport premises.


 


For
purposes of the present section, the investments considered shall not include those not originally contemplated under the Investment
Plan or not expressly authorized by ORSNA.


 


Without
prejudice to the foregoing provisions, in the event of rescission of the Contract because of a breach of duty on the part of the
Concession Holder, the Concession Grantor and ORSNA shall foreclose the guarantees posted to cover performance of the Contract
and fulfillment of the Investment Plan.


 


		23.2	Breach
                                         of Duty on the Part of the Concession Grantor



 


When
the Concession Grantor comes into breach of its obligations in such manner as to prevent the Concession Holder from providing
the service called for by the present Contract, or seriously affect the same in a permanent manner, the Concession Holder shall
have the right to demand rescission of the Contract, following notice to the Concession Grantor to remedy the situation within
90 days.


 


The
compensation for damages to which the Concession Holder shall be entitled in the event of rescission because of a breach of duty
on the part of the Concession Grantor shall be limited in accordance with the following indices:


 


		-	During the first ten years
                                         of the Concession, the amount of investments of an aviation nature made by the Concession
                                         Holder and not yet amortized shall be multiplied by 1.30.



 




    	 	34	 



     


    

  


		-	During the second ten-year
                                         period of the Concession, the amount of investments of an aviation nature made by the
                                         Concession Holder and not yet amortized shall be multiplied by 1.20.



 


		-	During the third ten-year
                                         period of the Concession, the amount of investments of an aviation nature made by the
                                         Concession Holder and not yet amortized shall be multiplied by 1.10.



 


When
the breach of duty on the part of the Concession Grantor that leads to rescission derives from negligence, fault or willful misconduct
on the part of the Concession Grantor’s agents not remedied in a timely manner by the Concession Grantor, in accordance
with the notice requirement and time limits referred to earlier in the present section, the Concession Holder shall have the right
to demand in accordance with applicable provisions of law compensation for damages, with the exception of lost profits, deriving
from the valid commitments assumed by the latter.


 


		24.	END OF
                                         CONCESSION



 


Termination
of the Concession shall generate the following consequences:


 


		24.1	Delivery



 


On
the expiration date of the Concession Period, the Concession Holder shall be required to turn over Airport Group A to the Concession
Grantor, with all of the property appointed to the same, including that deriving from the Investment Plan, at no charge to the
National Government.


 


		24.2	Property



 


The
property which the Concession Holder is required to turn over to the Concession Grantor must be in good condition, except for
the normal deterioration resulting from the passage of time.


 


		24.3	Debts of
                                         Concession Holder



 


The
Concession Holder shall be required to assume responsibility for payment of all of its debts, and on no account shall be permitted
to transfer the same to the Concession Grantor.


 


		24.4	Services
                                         Included in Concession



 


The
Concession Holder shall be required to restore to the Concession Grantor upon termination of the Concession all of the services
included in the same, with the technological advances and development incorporated into the same, and the new services established
in connection with those previously in existence, with no light to consideration of any kind.


 




    	 	35	 



     


    

  


		24.5	Contracts
                                         in Process of Performance



 


As
a general principle, it is hereby provided that no contract in the process of performance shall be transferred to the Concession
Grantor upon termination of the Concession. Without prejudice to the foregoing, the Concession Holder shall be required to include
in its contracts clauses obligating those providing goods or services to continue contracts in the process of performance for
at least 180 days following the return of the Concession, with an option to rescind on the part of the Concession Grantor. The
provisions specified under section 23.2 of the present Contract shall also be included.


 


		25.	BUYOUT
                                         OF CONCESSION



 


		25.1	Time



 


The
Concession Grantor shall have the right to buy out the Concession once 20 years have elapsed following the Effective Date.


 


		25.2	Consequences



 


In
the event of a buyout of the Concession, only the following shall be allowed by way of damages:


 


		-	The amount of investments
                                         of an aviation nature made by the Concession Holder and not yet amortized as of the time
                                         of the buyout, multiplied by 1.10.



 


The
investments considered shall not include any not originally contemplated under the Investment Plan or not expressly authorized
by ORSNA.


 


As
to all other airport investments (meaning all other investments made by the Concession Holder on airport premises), credit shall
be allowed for the portion not yet amortized as of the time of the buyout.


 


For
purposes hereof, all of the provisions relating to the normal termination of the Concession shall apply, except as follows:


 


		-	Contracts in the process
                                         of performance shall pass to the Concession Grantor.



 


		-	The Concession Grantor
                                         shall assume in full any debts incurred by the Concession Holder to acquire goods or
                                         services for purposes of providing airport service, with the exception of those provided
                                         for under the Investment Plan. Compensation for the latter shall be provided as part
                                         of the payment to be made by the Concession Grantor.



 




    	 	36	 



     


    

  


In
no case shall credit be allowed for lost profits.


 


Only
maintenance expenses included in Major Corrective Maintenance provided for under the Investment Plan shall be considered for purposes
of amortization.


 


		26.	ASSIGNMENT



 


The
lights and obligations of the Concession Holder deriving from the present Contract, relating directly or indirectly to aviation
activities, shall not be assigned to any third party without the prior consent of ORSNA and the National Executive Branch.


 


The
Concession Holder is authorized to grant concessions as to the commercial operation of Airport Group A and/or portions thereof
to third parties during the term of the present Contract, provided such concessions do not involve or interfere with aviation
activities.


 


		27.	CONTROVERSIES



 


Any
dispute between the Concession Holder and the Argentine Air Force and/or Air Carriers with regard to the management and/or operation
of Airport Group A shall be submitted to ORSNA prior to the filing of any judicial proceedings with respect to the same.


 


		28.	APPLICABLE
                                         LAW AND JURISDICTION



 


The
Contract shall be governed and interpreted in accordance with the laws of Argentina, including in particular the rules and principles
of Aviation and Administrative Law, provided, however, that the foregoing shall not prevent the relationships existing between
the Concession Holder and third parties from being governed substantially by Private Law.


 


For
all purposes under the present Contract, except as otherwise provided for under article 31 and article 75, section 22 of the Argentine
Constitution, the parties accept the jurisdiction of the competent Federal Courts of the city of Buenos Aires.


 


Any
notice given to one party by another shall be valid if given to the domiciles respectively elected by the parties.


 


As evidence
of approval, subject to referral to the National Executive Branch, the present document is signed in three copies of identical
contents to one and the same effect, in Buenos Aires, on February 9, 1998, to take effect upon approval by the National Executive
Branch by means of the appropriate Executive Order.


 




    	 	37	 



     


    

  


[Four signatures
– Illegible]


 


[Signatures
notarized by Marta María R. Iacometti, Notarial Clerk in the General Notarial Office of the National Government; seal]


 




    	 	38	 



     


    

  


EXHIBITS


 


		1.	Rate Mechanism



 


		2.	Initial Rate Schedule



 


		3.	Investment Plan



 


		4.	Airport Standards
                                         / Quality of Service



 


		5.	Listing of National
                                         Airport System Group A Airports



 




    	 	39	 



     


    

  


EXHIBIT 1 – RATE MECHANISM


 


The National
Airport System Regulatory Body (ORSNA), in order to regulate National Airport System (SNA) aviation charges, shall apply the mechanism
described in detail as follows:


 


The adjustment
of rates shall be based on the formula PPI-X, where:


 


		-	PPI means the Producer
                                         Price Index published monthly by the Bureau of Labor Statistics of the United States
                                         Department of Labor.



 


		-	X
                                         represents an adjustment factor which is set by ORSNA in accordance with the
                                         guidelines set forth in the present Exhibit.



 


Without prejudice
to the figures established for the Initial Rate Schedule, the applicable aviation charges shall be reviewed by ORSNA every three
to five years, as the latter may deem appropriate. At the time of each rate review, ORSNA shall set the value for the adjustment
factor X, which may have point values for each year or
for a given period of time.


 


		A.	Adjustment
                                         Factor X



 


In calculating
adjustment factor X, ORSNA shall take into account five
basic variables, as follows:


 


		1.	Increase
                                         in Traffic



 


Must be in
such form as to be able to be converted into a projection of aviation revenues. This means that traffic projections must be expressed
in terms of domestic and international passengers and aircraft movements, and the latter must likewise be broken down by aircraft
type and maximum take-off weight, a fundamental factor in determining several aviation charges.


 


		2.	Improvements
                                         in Efficiency



 


In response
to the advantages resulting from the developing of economies of scale, ORSNA shall estimate the extent of airport management cost
savings benefits, or, alternatively, set reasonable cost reduction goals for each successive period of three to five years.


 


		3.	Level
                                         of Services



 


ORSNA shall
have the right to impose certain service quality levels for different groups of airports, depending on their size (passenger and
air craft traffic volume), characteristics (size of terminal, runways and operations area). The fundamental objective is to ensure
that the airport operator does not generate profits by reducing the quality of service.


 




    	 	40	 



     


    

  


Levels of
service are to be determined by ORSNA based on studies carried out by the latter or subcontracted to specialist consultants, who
shall prepare a thorough analysis of the needs of users (airlines and passengers). The methods to be used include the Service
Quality Index, which is calibrated by means of a questionnaire circulated to users.


 


		4.	Projected
                                         Investment Levels



 


Once the Project
Master Plans have been approved by ORSNA, the total investment value for the next five-year period shall be determined.


 


		5.	Projected
                                         Rate of Return



 


The objective
rate of return considered acceptable by ORSNA, as well as by the operator(s) of the airport(s). This rate must be in proportion
to the rates of return achieved in other generally similar service industries in Argentina. It must also include a risk premium
in view of the uncertainty associated with managing a large number of small, relatively unprofitable airports.


 


The rate of
return to be used is the return on principal. This is adjusted operating income (operating revenues less costs less amortization)
expressed as a percentage of principal.


 


The diagram
below shows the relationship among the various variables and the information necessary for determining the adjustment coefficient
X.


 





 




    	 	41	 



     


    

  


		B.	Value of
                                         Concession Holder’s Assets or Investment



 


The figure
used as the value of the Concession Holder’s assets shall be that actually paid by the Concession Holder. This represents the
investment that will be used by the new owner or concession holder of the airport to determine the concession holder’s future
return value.


 


By way of
updating the future value of the assets, the value of the same is adjusted every three to five years, in order to reflect new
investments and inflation. The net investment consists of investment disbursements less the proceeds from sales of assets, if any
The CPI for the construction industry [is used] to increase the value of the assets.


 


		C.	Determination
                                         of Prices of Network or Multiple Services



 


Airports
and airfields are divided into five different categories for rate setting purposes. The rate structure is applicable to all categories,
but the level of the charges may vary for any or all of the categories. ORSNA, taking into consideration cost structures, levels
and composition of traffic for each of the airport groups, is to set rate levels for each specific category.


 


The
airports are listed below by category.


 


CATEGORY
ONE - CLASS “A”


 


Buenos
Aires - Jorge Newbery (Aeroparque)


Buenos
Aires - Ministro Pistarini Airport, Ezeiza


 


CATEGORY
ONE


 


	Bahía Blanca / Comandante
    Espora	Río Gallegos
	Catamarca	Río Grande
	Iguazú Falls	Rosario
	Comodoro Rivadavia	Salta
	Córdoba	San Carlos de Bariloche
	Corrientes	San Juan
	Esquel	San Luis
	Formosa	Santa Rosa
	Jujuy	Santiago del Estero
	La Rioja	Sauce Viejo
	Mar del Plata	Tandil
	Mendoza / El Plumerillo	Trelew
	Neuquén	Tucumán
	Paraná / General Urquiza	Villa Reynolds
	Posadas	Viedma
	Resistencia	 


 




    	 	42	 



     


    

  


CATEGORY
TWO


 


	Concordia / Comodoro	Pierrestegui
	Don Torcuato	Puerto Deseado
	General Pico	Puerto Madryn
	Gualeguaychú	Reconquista
	Jurnín	Río Cuarto / Área de Material
	La Plata	San Antonio Oeste
	Malargüe	San Fernando
	Marcos Juárez	San Martín de los Andes / Chapelco
	Morón	San Julián
	Necochea	San Rafael
	Paso de los Libres	Ushuaia
	 	Villa Gesell


 




    	 	43	 



     


    

  


CATEGORY
THREE


 


	Apóstoles	Las Lomitas (Formosa)
	Bella Vista (Corrientes)	Las Ovejas (Neuquén)
	Bolívar	Loncohué
	Cañadón Seco (Santa Cruz)	Mendoza (Aeroparque)
	Catamarca (Aeroclub)	Mercedes (Corrientes)
	Chacharramendí (La Pampa)	Monte Caseros
	Chilecito	Olavarría
	Chos Malal (Neuquén)	Orán
	Clorinda	Pedro Luro (Buenos Aires)
	Colonia Catriel (Río Negro)	Pehuajó
	Comandante Luis Piedrabuena	Peigamino
	Comodoro Rivadavia / 13 de Diciembre	Perito Moreno
	Coronel Suárez	Quemú-Quemú
	Curuzú Cuaitá	Realicó (La Pampa)
	Cutral Có	Rincón de los Sauces
	Doctor Mariano Moreno	San Juan (Aeroclub)
	El Bolsón	San Nicolás de los Arroyos
	El Colorado (Formosa)	Santa Cruz
	El Maitén	Santa Teresita
	El Turbio	Santa Victoria (Salta)
	General Acha	Sierra Grande
	General Roca	Tartagal
	General Villegas	Tinogasta (Catamarca)
	Gobernador Gordillo	Trelew (Aeroclub)
	Gobernador Gregores	Trenque Lauquen / Ñanco Lauquen
	Goya	Tres Arroyos
	Jacinto Arauz (La Pampa)	25 de Mayo (La Pampa)
	Jujuy (Aeroclub)	Venado Tuerto
	Lago Argentino	Villa Minetti (Santa Fe)
	Las Heras (Santa Cruz)	Zapala
	Las Lajas (Neuquén)	 


 


 




    	 	44	 



     


    

 


CATEGORY
FOUR


 


	Aeroclub Laboulaye	Lago Nahuel Huapi
	Aeroclub Pinamar	Laprida
	Alto Río Senguerr	Las Flores
	Alvear (Corrientes)	Lincoln
	Alvear (Aeroparque Rosario)	Lobos
	Arrecifes	Maipú
	Ayacucho	Mar del Plata / Batán (Aeroclub)
	Azul	Matanza
	Balcarce	Mercedes (Buenos Aires)
	Bell Ville	Mercedes (San Luis)
	Bragado	Miramar
	Carlos Casares	Nueve de Julio
	Carmen de Patagones	Pellegrini
	Chacabuco	Pigüé
	Charata	Presidente Roque Saenz Peña
	Chivilcoy	Punta Alta
	Club de Planeadores “Rivadavia”	Quilmes
	Concepción del Uruguay	Rafaela
	Coronel Dorrego	Río Mayo
	Coronel Olmedo	Rufino
	Coronel Pringles	Saladillo
	Coronel Vidal	San Antonio de Areco
	Curuzú Cuatía (Aeroclub)	San Francisco (Córdoba)
	Dolores	San Justo / Aeroclub Argentino
	Eldorado	San Martín (Mendoza)
	Elizalde	San Martín de los Andes (Aeroclub)
	Esperanza	San Miguel del Monte
	General Alvear (Mendoza)	San Pedro
	General Alvear (Aeroclub)	Santo Tomé (Aeroclub) (CRR)
	General José de San Martín
    (Chaco)	Sarmiento
	General Lamadrid	Sunchales (Aeroclub)
	General Madariaga	Tandil (Aeroclub)
	General Viamonte / Los Toldos	Vedia
	González Chávez	Verónica
	Goya (Aeroclub)	Victoria
	Gualeguay	Villa Ángela
	Henderson	Villa Dolores
	José de San Martín (Chubut)	Villa María
	La Cumbre	Zárate
	Lago Buenos Aires	 


 




    	 	45	 



     


    

 


EXHIBIT 2 – INITIAL RATE SCHEDULE


 


For all purposes in connection with this Exhibit, the
“Category One – Class A” airports are treated as included in “Category One.”


 


		1.	Landing Charge



 


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 charge	 	 	20.00	 	 	 	10.00	 	 	 	6.00	 	 	 	6.00	 
	Surcharge for operation outside normal hours	 	 	260.00	 	 	 	188.00	 	 	 	120.00	 	 	 	120.00	 
	Surcharge for night runway marking	 	 	30	%	 	 	30	%	 	 	30	%	 	 	30	%




 


Domestic Flights


 


	US$ per ton	 	Airport Category	 
	Aircraft weight (tons)>	 	I	 	 	II	 	 	III	 	 	IV	 
	5-30 tons	 	 	2.20	 	 	 	1.40	 	 	 	0.90	 	 	 	0.55	 
	31-80 tons	 	 	2.40	 	 	 	1.60	 	 	 	1.10	 	 	 	—	 
	81-170 tons	 	 	2.65	 	 	 	1.85	 	 	 	—	 	 	 	—	 
	>170 tons	 	 	3.10	 	 	 	—	 	 	 	—	 	 	 	—	 
	Minimum charge	 	 	14.10	 	 	 	10.70	 	 	 	7.10	 	 	 	3.60	 
	Surcharge for operation outside normal hours	 	 	260.00	 	 	 	188.00	 	 	 	120.00	 	 	 	68.00	 
	Surcharge for night runway marking	 	 	30	%	 	 	30	%	 	 	30	%	 	 	30	%



 


This charge must be paid by any commercial aircraft
in scheduled or nonscheduled service, and also by private aviation in general, with the exception of smaller aircraft (weight
under two tons).


 


		(a)	Landing Surcharge



 


International Flights


 


Surcharge for peak hours equivalent to 50% of landing
charge. This would apply only to international landings at Jorge Newbery (Aeroparque) during the hours from 6:00 to 10:00 a.m.
and from 6:30 to 9:30 p.m. for all operations from Monday through Sunday.


 




    	 	46	 



     


    

  


Domestic Flights 


 


Surcharge for peak hours equivalent to 50% of landing
charge. This would apply only to domestic landings at Jorge Newbery (Aeroparque) during the hours from 6:00 to 10:00 a.m. and from
6:30 to 9:30 p.m. for all operations from Monday through Sunday.


 


		2.	Aircraft Parking Charge



 


International Flights


 


	US$ per ton, 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 charge	 	 	6.00	 	 	 	4.00	 	 	 	2.00	 	 	 	2.00	 	 	 	2.00	 



 


EZE: Ministro Pistarini (Ezeiza)


AEP: Jorge Newbery (Aeroparque)


 


This charge must be paid by any commercial aircraft in scheduled
or nonscheduled service, and also by private aviation in general, with the exception of smaller aircraft (weight under two tons).


 


No free parking time applies at any airport.


 


Special charge for Ezeiza and Aeroparque for aircraft parked
on the operating platform only; for aircraft parked on a remote platform, the charge for Category I shall apply.


 


Domestic Flights


 


	US$ per ton, hour or fraction	 	Airport Category	 
	Aircraft weight (tons)	 	EZE/AEP	 	 	I	 	 	II	 	 	III	 	 	IV	 
	5-80 tons	 	 	0.20	 	 	 	0.12	 	 	 	0.10	 	 	 	0.07	 	 	 	0.05	 
	81-170 tons	 	 	0.27	 	 	 	0.15	 	 	 	0.12	 	 	 	0.10	 	 	 	—	 
	>170 tons	 	 	0.35	 	 	 	0.20	 	 	 	0.14	 	 	 	—	 	 	 	—	 
	Minimum charge	 	 	7.90	 	 	 	5.20	 	 	 	3.30	 	 	 	2.40	 	 	 	1.50	 



 


EZE: Ministro Pistarini (Ezeiza)


AEP: Jorge Newbery (Aeroparque)


 




    	 	47	 



     


    

  


This charge must be paid by any commercial aircraft in scheduled
or nonscheduled service, and also by private aviation in general, with the exception of smaller aircraft (weight under five tons).
The latter shall pay this charge only when parking time exceeds 15 days during a one-month period.


 


No free parking time applies at any airport.


 


Special charge for Ezeiza and Aeroparque for aircraft parked
on the operating platform only; for aircraft parked on a remote platform, the charge for Category I shall apply.


 


		3.	Airport Use Charge



 


International Flights


 


	Per passenger boarded	 	Airport Category	 
	 	 	I	 	 	II	 	 	III	 	 	IV	 
	Effective JAN 01 98	 	 	18.00	 	 	 	13.00	 	 	 	13.00	 	 	 	13.00	 



 


Diplomats, infants and passengers in transit are exempt from
payment of this charge.


 


Passengers on international flights between Buenos Aires and
Uruguay shall pay the equivalent of $8.00 for airport use charges.


 


For purposes of exclusion from payment
of the Airport Use Charge, infants are defined as minors under the age of three if travelling as passengers on domestic flights,
and under the age of two if travelling as passengers on international flights.


 


Domestic Flights


 


	Per passenger boarded	 	Airport Category	 
	 	 	I	 	 	II	 	 	III	 	 	IV	 
	Effective JAN 01 99	 	 	5.00	 	 	 	3.50	 	 	 	3.50	 	 	 	3.50	 
	Effective JAN 01 98	 	 	4.00	 	 	 	2.50	 	 	 	2.50	 	 	 	2.50	 



 


Infants and passengers in transit are exempt from payment of
this charge.


 




    	 	48	 



     


    

  


		4.	Security Charge



 


International Flights


 


Charge of $2.50 per international passenger boarded. Infants
and passengers in transit are exempt from payment of this charge.


 


Domestic Flights


 


Charge of $1.00 per domestic passenger boarded. Infants and
passengers in transit are exempt from payment of this charge.


 


		5.	Immigration Charge



 


An immigration charge of $3.00 per international
passenger boarded shall apply.


 


		6.	Charge for Use of Telescoping Corridors



 


	For each half hour or fraction	 	Airport	 
	 	 	Ezeiza	 	 	Others	 
	Per aircraft	 	 	50.00	 	 	 	50.00	 



 


This charge applies equally to aircraft
operating domestic and/or international flights.


 


		7.	En Route Flight Protection Charge



 


International Flights


 


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


 


P = Aircraft weight


 


Applicable to aircraft operating scheduled and nonscheduled
flights, per kilometer covered and ton of weight.


 


Domestic Flights


 


	Aircraft Weight (MTOW)	 	$
	Per ton	 	0.0035 x √P


 


 


P = Aircraft weight


 


Applicable to aircraft operating scheduled
and nonscheduled flights, per kilometer covered and ton of weight.


 



 


 




    	 	49	 



     


    

 


		8.	Landing Support Charge



 


International Flights


 


	< 20 tons	 	0.20 per ton
	21-40 tons	 	0.40 per ton
	41-100 tons	 	0.60 per ton
	> 100 tons	 	0.80 per ton


 


This charge is cumulative by weight range.
For example, if an aircraft weighs 318 tons, the first 20 are calculated at the rate of $0.20 each, the next 20 at $0.40 each,
the next 60 at $0.60 each and the remaining 218 tons at $0.80 each.


 


This charge is applicable only at those airports which have
the appropriate services and equipment for landing support tasks; that is, terminal radar and/or instrument approach service (ILS).


 


Domestic Flights


 


The equivalent of 50% of the charge for international flights
shall apply, the terms of application being otherwise the same.


 




    	 	50	 



     


    

  


EXHIBIT 3 – INVESTMENT PLAN


 


The Concession Holder is obligated
to meet the airport standards contained in the present Exhibit, and, where applicable, to accelerate Obligatory Minimum Investments
to satisfy air traffic demand.


 




    	 	51	 



     


    

  


EXHIBIT 4 – AIRPORT STANDARDS / QUALITY
OF SERVICE


 


		A.	Airport Standards



 


With regard to design, construction, operation, management,
maintenance, renovation, replacement, improvements, development of buildings, equipment, facilities and systems involved in airport
activity, the applicable standards shall be those prudently and reasonably established by the National Airport System Regulatory
Body (ORSNA), in accordance with the following guidelines:


 


		1.	The standards must be substantially analogous to those
established in the IATA Airport Development Reference Manual and by ICAO in accordance with the Chicago Convention of 1944 (Exhibits
2, 4, 6, 9, 10, 11, 12, 14, 15, 16, 17 and 18).



 


		2.	Other airports located outside Argentina shall be used
as a basis for comparison, according to size and type.



 


If the Concession Holder departs from the applicable
standards, it shall be required to submit a written proposal to ORSNA for the latter’s approval.


 


		3.	Equipment must meet U.S. Government equipment quality test
standards.



 


		B.	Quality of Service



 


In order to maintain Quality of Service at Group A
Airports, ORSNA shall conduct an annual survey of passengers in accordance with sound statistical practices, and of all of the
Air Carriers using Airport Group A, in or der to ascertain their opinions concerning the quality of the service provided at the
airports. This survey shall be conducted at the Concession Holder’s expense. Before any survey is conducted, the Regulatory
Body shall reach an agreement with the Concession Holder on the scoring system to be used in identifying through passenger responses
those instances in which minimum service levels were not achieved.


 


Any survey whose results are below the agreed minimum
levels shall be published in the Annual Service Report (see below).


 


The quality service survey shall
be only one of the references used in measuring this indicator, and the same shall be evaluated by ORSNA specialists or third
parties retained for the purpose, using systematic criteria.


 


ORSNA shall evaluate independently the desirability
of conducting inspection services, and shall have the right to conduct the same, at all airports managed by the Concession Holder.
No advance notice to the Concession Holder shall be required before conducting an inspection; advance notice of the aspects to
be inspected shall be at the discretion of ORSNA. Inspections must be conducted at least once a year for each airport with passenger
traffic exceeding 750,000. 


 




    	 	52	 



     


    

  


ORSNA and the Concession Holder shall hold an annual informational meeting, at which the Concession
Holder shall be notified of the results of the surveys and inspections, and of any complaints and comments received directly from
airport users. At this meeting, the Concession Holder shall inform ORSNA of its plans for improving service.


 


The minutes of this meeting shall serve as the basis
for an Annual Service Report to be prepared by ORSNA and published.


 


If, in the judgment of ORSNA, the Concession Holder is not
meeting minimum service levels, the Concession Holder shall have 90 days to remedy the deficiencies, unless a different period
is agreed upon with the Concession Holder. If the Concession Holder does not take the appropriate measures, ORSNA shall impose
the penalties provided for under the Concession Contract.


 




    	 	53	 



     


    

  


EXHIBIT 5: AIRPORTS INCLUDED IN THE
CONCESSION


EMERGING FROM THE BIDDING COMPETITION


 


	Airport
    Location	 	Name
	1.	City of Buenos Aires	 	Aeroparque
	2.	Bariloche	 	San Carlos de Bariloche
	3	Comodoro Rivadavia	 	General Enrique Mosconi
	4.	Córdoba	 	Ingeniero Aeronáutico A.L.V. Taravella
	5.	Esquel	 	Esquel
	6.	Ezeiza	 	Ministro Pistarini
	7.	Formosa	 	Formosa
	8.	General Pico	 	General Pico
	9.	Iguazú	 	Cataratas del Iguazú
	10.	La Rioja	 	Capitán Vicente A. Almonacid
	11.	Mendoza	 	El Plumerillo
	12.	Posadas	 	General José de San Martin
	13.	Río Gallegos	 	Piloto Civil N. Fernández
	14.	Río Grande	 	Río Grande
	15.	San Fernando	 	San Fernando
	16.	San Luis	 	San Luis
	17.	San Rafael	 	San Rafael
	18.	Santiago del Estero	 	Santiago del Estero
	19.	Santa Rosa	 	Santa Rosa
	20.	Viedma	 	Gobernador Castillo
	21.	Villa Reynolds	 	Villa Reynolds
	22.	Salta	 	Salta
	23.	Tucumán	 	Teniente Benjamín Matienzo
	24.	Catamarca	 	Catamarca
	25.	Paraná	 	General Justo José de Urquiza
	26.	Río Cuarto	 	Área de Material
	27.	Resistencia	 	Resistencia
	28.	Jujuy	 	Gobernador Horacio Guzmán
	29.	San Juan	 	San Juan
	30.	Malargüe	 	Malargüe
	31.	Puerto Madryn	 	El Tehuelche
	32.	Reconquista	 	Reconquista
	33.	Mar del Plata	 	Brigadier General Bartolomé de la Colina


 








    	 	54