**Table of Contents**           **Page**       ARTICLE I Definitions  1   SECTION 1.1  Defined Terms  1   SECTION 1.2  Terms Generally  6   SECTION 1.3  Accounting Terms; Central Bank Accounting Rules  6        ARTICLE II General Provisions Applicable to Term Loan  7   SECTION 2.1  The Term Loan.  7   SECTION 2.2  Use of Proceeds  7   SECTION 2.3  Procedure for Borrowing  7   SECTION 2.4  Interest Rates and Payment Dates  8   SECTION 2.5  Computation of Interest  8   SECTION 2.6  Notes  8   SECTION 2.7  Optional Prepayment of Term Loan  10   SECTION 2.8  Mandatory Prepayment of Term Loan  10   SECTION 2.9  Taxes  10   SECTION 2.10  Payments Generally  11   SECTION 2.11  Currency of Payment  11        ARTICLE III Representations and Warranties  13   SECTION 3.1  Organization; Powers  13   SECTION 3.2  Authorization; No Conflicts  13   SECTION 3.3  Enforceability  13   SECTION 3.4  Governmental and Other Approvals  13   SECTION 3.5  Compliance with Law  14   SECTION 3.6  Properties  14   SECTION 3.7  Environmental Matters  14   SECTION 3.8  No Liens  14   SECTION 3.9  Material Litigation  14   SECTION 3.10  Taxes  14   SECTION 3.11  Proper Legal Form  14   SECTION 3.12  Investment Company Act  15   SECTION 3.13  Financial Statements  15   SECTION 3.14  No Change  15   SECTION 3.15  No Default  15   SECTION 3.16  Accuracy of Information  15   SECTION 3.17  Solvency  15   SECTION 3.18  Indebtedness  16        ARTICLE IV Conditions  16   SECTION 4.1  Conditions to Closing Date  16        ARTICLE V Affirmative Covenants  17   SECTION 5.1  Compliance with Argentine Foreign Exchange Regulations  17   SECTION 5.2  Financial Statements; Ratings Change and Other Information  18   SECTION 5.3  Notices of Material Events  18   SECTION 5.4  Maintenance of Existence  19   SECTION 5.5  Governmental Authorizations  19   SECTION 5.6  Payment of Obligations and Taxes  19   SECTION 5.7  Maintenance of Properties  19   SECTION 5.8  Transactions with Affiliates  19 
 
 

 
           **Page**         SECTION 5.9  Books and Records; Inspection Rights  19   SECTION 5.10  Compliance with Laws and Regulations  19   SECTION 5.11  Equity to Assets Ratio of the Borrower  20   SECTION 5.12  Acquisition of Banco Galicia Shares  20        ARTICLE VI Negative Covenants  20   SECTION 6.1  Limitation on Indebtedness  20   SECTION 6.2  Limitation on Liens  20   SECTION 6.3  Sales and Leasebacks  20   SECTION 6.4  Restricted Payments  21   SECTION 6.5  Capital Expenditures  21   SECTION 6.6  Investments  21   SECTION 6.7  Fundamental Changes  21   SECTION 6.8  Restrictive Agreements  21   SECTION 6.9  Arm’s Length Transactions  22        ARTICLE VII Events of Default  22   SECTION 7.1  Events of Default  22        ARTICLE VIII Miscellaneous  25   SECTION 8.1  Notices  25   SECTION 8.2  Waivers; Amendments  26   SECTION 8.3  Expenses; Indemnity; Damage Waiver  26   SECTION 8.4  Successors and Assigns  27   SECTION 8.5  Survival  28   SECTION 8.6  Counterparts; Integration; Effectiveness  28   SECTION 8.7  Severability  28   SECTION 8.8  Right of Setoff  28   SECTION 8.9  Governing Law; Jurisdiction; Consent to Service of Process  28   SECTION 8.10  WAIVER OF JURY TRIAL  29   SECTION 8.11  Judgment Currency  30   SECTION 8.12  Waiver of Sovereign Immunity  30   SECTION 8.13  English Language  30   SECTION 8.14  Headings  30   SECTION 8.15  Confidentiality  30        SCHEDULES:           Schedule 3.17 Indebtedness           EXHIBITS:           A Form of Mandate Letter    B Form of Closing Certificate    C Form of Opinion of U.S. Counsel to the Borrower    D Form of Opinion of Argentine Counsel to the Borrower    E-1 Form of Argentine Note    E-2 Form of U.S. Note    F Form of Drawdown Notice    G Form of Assignment and Assumption    
 
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LOAN AGREEMENT (this “Agreement”), dated as of July 24, 2007, between Grupo FinancieroGalicia S.A., a *sociedad anónima*organized under the laws of the Republic of Argentina (the“Borrower”) and Merrill Lynch International, as lender (the “Lender”).The parties hereto hereby agree as follows:ARTICLE IDefinitionsSECTION 1.1 Defined Terms. As used in this Agreement, the following terms have the meaningsspecified below:“Additional Amounts” has the meaning assigned to such term in Section 2.9.“Affiliate” means, with respect to a specified Person, another Person that directly,or indirectly through one or more intermediaries, controls or is controlled by or is under commoncontrol with the Person specified.“Agreement” has the meaning assigned to such term in the preamble hereto.“Argentina” means the Republic of Argentina.“Argentine Foreign Exchange Regulations” means any foreign exchange regulations issuedby the Argentine National Congress, the Executive Branch of the Argentine Government, the ArgentineMinistry of Economy, the Argentine Central Bank and/or any other Argentine Governmental Authorityapplicable to the Borrower and/or to the Term Loan.“Argentine GAAP” means accounting principles that are generally accepted in Argentina,as in effect from time to time.“Argentine Income Tax Law” means Argentine Law No.20,628 ordered by Decree 649/1997,as amended.“Argentine Note” has the meaning assigned to such term in Section 2.6(a).“Argentine Taxes” means Covered Taxes imposed or levied by or on behalf of Argentinaor by or within any political subdivision thereof or any authority therein having the power to tax.“Assignee” has the meaning assigned to such term in Section 8.4(a).“Assignment and Assumption” means an assignment and assumption entered into by aLender and an Assignee and accepted by the Borrower, in the form of Exhibit G.“Balance” has the meaning assigned to such term in Section 2.1(c).“Banco Galicia” means Banco de Galicia y Buenos Aires S.A, a *sociedad anónima*organized under the laws of Argentina.“Borrower” has the meaning assigned to such term in the preamble hereto.
 
 

 
“Business Day” means any day that is not a Saturday, Sunday or other day on whichcommercial banks in New York City, New York, Buenos Aires, Argentina and, solely for the purpose ofdetermining the LIBOR, London, England, are authorized or required by law to remain closed.“Central Bank” means the *Banco Central de la República Argentina*, the ArgentineCentral Bank.“Central Bank Accounting Rules” means the rules and regulations of the Central Bank asin effect from time to time establishing accounting principles for Argentine financialinstitutions.“Change of Control” means EBA Holding S.A. shall have ceased to control at least amajority of the voting rights of the Borrower.“Closing Date” means the date on which the conditions specified in Section 4.1 aresatisfied (or waived in accordance with the provisions of Section 8.2).“Consolidated Total Assets” means, at any date, the amount set forth as *activostotales*on the consolidated balance sheet of a given Person and its Subsidiaries at such date,prepared in accordance with Central Bank Accounting Rules and Argentine GAAP.“Covered Taxes” has the meaning assigned to such term in Section 2.9(a).“Default” means any event or condition which constitutes an Event of Default or whichupon notice, lapse of time or both would, unless cured or waived, become an Event of Default.“Dollar Equivalent” means, with respect to any monetary amount denominated in (i)Dollars, such amount, (ii) Pesos, at any time for the determination thereof, the amount of Dollarsobtained by converting Pesos into Dollars at the rate of exchange used for the purchase of Dollarswith Pesos as quoted by the Emerging Markets Trading Association (the “EMTA”) on itswebsite at www.emta.org/aservices (or such other web page of EMTA where the quotation is publishedif this web address changes) two Business Days prior to the date of determination, at 2:00 p.m.Buenos Aires time (the “EMTA Rate”) or if such rate shall not be available, the EMTA Rateshall be determined by the Lender based on the average of exchange rates for the purchase ofDollars with Pesos as reported at the close of business two Business Days prior to the date ofdetermination by Banco Río de la Plata S.A., Deutsche Bank S.A. and Sucursal de Citibank, N.A.Establecida en la República Argentina (or if any of such entities shall not report such quotations,by any of HSBC Bank Argentina S.A. or JP Morgan Chase Bank Buenos Aires Branch), and (iii) acurrency other than Dollars or Pesos, at any time for the determination thereof, the amount ofDollars obtained by converting such other currency into Dollars at the average of the spot ratesfor the purchase of Dollars with such other currency, as quoted by the Lender at approximately11:00 A.M. (New York City time), on the date of determination thereof specified herein or if thedate of determination thereof is not otherwise specified herein, in each case on the date twoBusiness Days prior to such determination.“Dollars” or “US$” refers to lawful currency of the United States of America.“Dollar Obligations” shall have the meaning assigned to such term in Section 2.11hereof.“Dollar Securities” means the *Bonos del Gobierno Nacional*(República Argentina) inDollars due 2012 issued by Argentina according to the terms and conditions of Article 10 of DecreeNo. 905/02 and/or any other Argentine public foreign debt instruments denominated in Dollarsand/or any other public or private bond or tradable security issued in Argentina and denominated inDollars.
 
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“Drawdown Date” means any Business Day specified by the Borrower as a date on whichthe Borrower requests the Lender to make the Term Loan hereunder (including, without limitation,the Closing Date); provided that the Borrower may only make such a request once.“Environmental Laws” refers to all laws, rules, regulations, codes, ordinances,orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated orentered into by any Governmental Authority, relating in any way to the environment, preservation orreclamation of natural resources, to the management, release or threatened release of any HazardousMaterial or to health and safety matters.“Environmental Liability” refers to any liability, contingent or otherwise (includingany liability for damages, costs of environmental remediation, fines, penalties or indemnities),directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b)the generation, use, handling, transportation, storage, treatment or disposal of any HazardousMaterials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of anyHazardous Materials into the environment or (e) any contract, agreement or other consensualarrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.“Event of Default” has the meaning assigned to such term in Section 7.1.“Equity to Assets Ratio” means the ratio of (i) equity to (ii) total assets.“First Installment” has the meaning assigned to such term in Section 2.1(b).“First Repayment Date” has the meaning assigned to such term in Section 2.1(b).“Funds Allocated to the Mandatory Deposit” has the meaning assigned to such term inSection 2.2(a).“Governmental Authority” means the government of the United States of America orArgentina, as the case may be, or any political subdivision thereof, whether state or local, andany agency, authority, instrumentality, regulatory body, court, central bank or other entityexercising executive, legislative, judicial, taxing, regulatory or administrative powers orfunctions of or pertaining to government.“Hazardous Materials” refers to all explosive or radioactive substances or wastes andall hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleumdistillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,infectious or medical wastes and all other substances or wastes of any nature regulated pursuant toany Environmental Law.“Indebtedness” means, with respect to any Person at any date, without duplication, (a)all indebtedness of such Person for borrowed money, (b) all obligations of such Person for thedeferred purchase price of property or services (other than current trade payables incurred in theordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes,bonds, debentures or other similar instruments, (d) all indebtedness created or arising under anyconditional sale or other title retention agreement with respect to property acquired by suchPerson (even though the rights and remedies of the seller or lender under such agreement in theevent of default are limited to repossession or sale of such property), (e) all capital leaseobligations of such Person, (f) all obligations of such Person,contingent or otherwise, as an account party or applicant under or in respect of acceptances,letters of credit, surety bonds or similar arrangements and (g) all obligations of the kindreferred to in clauses (a) through (f) above secured by (or for which the holder of such obligationhas an existing right, contingent or otherwise, to be secured by) any Lien on property (includingaccounts and contract rights) owned by such Person, whether or not such Person has assumed orbecome liable for the payment of such obligation.
 
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“Indemnitee” shall have the meaning assigned to such term in Section 8.3(b).“Information” shall have the meaning assigned to such term in Section 8.15.“Investments” shall have the meaning assigned to such term in Section 6.6.“Lender” has the meaning assigned to such term in the preamble hereto.“LIBOR” shall mean the rate of interest which appears on Reuters screen LIBOR01 (orany equivalent successor of such page) at or about 11.00 a.m. (London time) two Business Days priorto the Reset Date for the offering of deposits in the London interbank market in Dollars for athree-month period. In the event that any such rate does not appear on such screen, LIBOR shall bedetermined by reference to such other publicly available service for displaying LIBOR rates as maybe agreed upon by the Lender and the Borrower or, in the absence of such agreement, LIBOR shallinstead be the average rate per annum for the offering of deposits in the London interbank marketin Dollars for a three-month period and in an amount comparable to the amount of the Balance ofLloyds TSB Bank plc and HSBC Bank plc at or about 11:00 a.m. (London time) two Business Days priorto the Reset Date. On the second Business Day prior to the Reset Day and on the second BusinessDay prior to the third, sixth and ninth month anniversary following the Reset Date, the Lender willdetermine the LIBOR applicable to the following three-month period and will notify the Borrower inwriting of the applicable LIBOR.“Licensed Financial Institution” has the meaning assigned to such term in Section 3.4.“Lien” means, with respect to any asset, any mortgage, charge, security interest,pledge, assignment, fiduciary transfer, *fideicomissa*or trust, usufruct, retention right,hypothecation or similar encumbrance and any preferential arrangement having the practical effectof creating a security interest.“Loan Documents” means this Agreement, the Mandate Letter and the Notes and anyamendment, waiver, supplement or other modification to any of the foregoing.“Mandate Letter” means the mandate letter dated as of the date hereof, substantiallyin the form of Exhibit A hereto entered into between the Borrower and Merrill Lynch, Pierce, Fenner& Smith Incorporated.“Mandatory Deposit” means the Dollar deposit mandated by Decree No 616/05 of theArgentine Government (as regulated by the Argentine Ministry of Economy and the Central Bank), asamended from time to time, currently equal to 30% of the amount of foreign currency transferredinto Argentina and converted into Pesos in the Argentine foreign exchange market as foreignindebtedness incurred by Argentine residents with non-Argentine residents (other than thosespecifically exempted foreign indebtedness transactions).“Material Adverse Effect” means a material adverse effect on the business, financialcondition or results of operations of the Borrower and its Subsidiaries taken as a whole or theability of the Borrower to perform its payment obligations under this Agreement.
 
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“Maturity Date” has the meaning assigned to such term in Section 2.1(c).“Net Cash Proceeds” means, with respect to any event contemplated in Section 2.8, thegross cash proceeds received from such event by the Borrower, net of all transaction costs(including, without limitation, any underwriting, brokerage or other customary commissions andother legal and advisory expenses related to such event) and related taxes.“Non-Performing Loan Ratio”: means the ratio of (i) non-performing loans granted byBanco Galicia to (ii) total loans granted by Banco Galicia in a given period.“Participant” has the meaning assigned to such term in Section 8.4(b).“Payment Account” has the meaning assigned to such term in Section 2.1(d).“Permitted Indebtedness” means any Indebtedness of the Borrower not exceedingindividually and in the aggregate US$10,000,000 at any time.“Permitted Investments” means any Investments the aggregate amount of which shall notexceed US$10,000,000 at any time.“Person” means an individual, partnership, corporation (including a business trust),limited liability company, association, joint stock company, trust, unincorporated organization,joint venture or other entity, or a government or any political subdivision or agency thereof.“Peso” refers to the lawful currency of Argentina.“Register” has the meaning set forth in Section 8.4(b)(iii).“Related Parties” means, with respect to any specified Person, such Person’sAffiliates and the respective directors, officers, employees and agents of such Person and suchPerson’s Affiliates.“Required Minimum Term” means the 365 days minimum term during which funds disbursedunder financial loans granted by non-Argentine residents to Argentine residents need to remain inArgentina in accordance with Decree No 616/05 of the Argentine Government (as regulated by theCentral Bank), as amended as of the date hereof.“Reset Date” means the date that is 365 days from the Drawdown Date.“Responsible Officer” means the chief financial officer, principal accounting officer,treasurer or controller of the Borrower.“Restricted Payments” has the meaning assigned to such term in Section 6.4.“Scheduled Date” means the First Repayment Date or the Maturity Date, as the case maybe.“Significant Subsidiary” means, at any time with respect to the Borrower, anySubsidiary of the Borrower in which the Borrower’s and its other Subsidiaries’ proportionate shareof the Consolidated Total Assets (after intercompany eliminations) of such Subsidiary exceeds 5% ofthe Consolidated Total Assets of the Borrower and its consolidated Subsidiaries.
 
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“Solvent” means, with respect to any Person at any time, that (a) the fair value ofthe property or assets, or interest therein, of such Person is greater than the total amount ofliabilities (including contingent liabilities) of such Person, (b) the present fair saleable valueof the property or assets, or interest therein, of such Person is not less than the amount thatwill be required to pay the probable liability of such Person on its debts as they become absoluteand matured, (c) such Person does not intend to, and does not believe that it will, incur debts orliabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) suchPerson is not engaged in a business and is not about to engage in a business for which suchPerson’s property or assets, or interest therein would constitute an unreasonably small capital.“Subsidiary” means with respect to the Borrower, any corporation, association or otherbusiness entity of which more than 50% of the voting power and/or of the capital stock thereof isat the time owned, directly or indirectly, by the Borrower or one or more of the other Subsidiariesof the Borrower or a combination thereof; provided that the term “Subsidiary” shall notinclude any trust established in the ordinary course of the banking activities of Banco Galicia orby or at the direction of the Borrower, other than a trust which is controlled by the Borrower,other than by virtue solely of general provisions relating to voting rights of holders of anyrelevant securities in their capacity as such or otherwise by virtue of any holding of a specificnumber or amount of any such securities.“Take-Out Transaction” means any public offering or private placement of any debt orequity securities of the Borrower, or securities convertible or exchangeable for debt or equitysecurities of the Borrower.“Term Loan” means the loan made by the Lender to the Borrower pursuant to thisAgreement.“U.S. Note” has the meaning assigned to such term in Section 2.6(b).SECTION 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singularand plural forms of the terms defined. Whenever the context may require, any pronoun shall includethe corresponding masculine, feminine and neuter forms. The words “include”, “includes” and“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”shall be construed to have the same meaning and effect as the word “shall”. Unless the contextrequires otherwise (a) any definition of or reference to any agreement, instrument or otherdocument herein shall be construed as referring to such agreement, instrument or other document asfrom time to time amended, supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein), (b) any reference herein to any Personshall be construed to include such Person’s successors and permitted assigns, (c) the words“herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer tothis Agreement in its entirety and not to any particular provision hereof, (d) all referencesherein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”shall be construed to have the same meaning and effect and to refer to any and all tangible andintangible assets and properties, including cash, securities, accounts and contract rights.SECTION 1.3 Accounting Terms; Central Bank Accounting Rules. Except as otherwise expresslyprovided herein, all terms of an accounting or financial nature shall be construed in accordancewith Central Bank Accounting Rules and/or Argentine GAAP (as the case may be); providedthat if the Borrower notifies the Lender that the Borrower requests an amendment to any provisionhereof to eliminate the effect of any change occurring after the date hereof in Central BankAccounting Rules or in the application thereof on the operation of such provision, regardless ofwhether any such notice is given before or after such change in Central Bank Accounting Rules or inthe application thereof, thensuch provision shall be interpreted on the basis of Central Bank Accounting Rules as in effectand applied immediately before such change shall have become effective until such notice shall havebeen withdrawn or such provision amended in accordance herewith.
 
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ARTICLE IIGeneral Provisions Applicable to Term LoanSECTION 2.1 The Term Loan. (a) Subject to the terms and conditions provided for in thisAgreement, the Lender agrees to make a Term Loan to the Borrower in an aggregate principal amountof US$80,000,000.(b) The Borrower shall (subject to the immediately succeeding proviso) repay US$18,000,000 ofthe outstanding principal amount of the Term Loan (the “First Installment”) on the ResetDate; provided, however, that (i) the Borrower shall have two Business Days aftersuch Reset Date to make such payment (the “First Repayment Date”) and (ii) if in accordancewith Argentine Foreign Exchange Regulations, all or any part of the Mandatory Deposit may bereleased before the Reset Date, then 100% of the amounts that may be so released shall betransferred to the Lender and pledged (pursuant to customary pledge agreements to be agreed by theBorrower and the Lender) to the Lender as collateral for the Borrower’s obligations hereunder in aninterest bearing account of the Lender located in New York, New York, for the benefit of theLender, until the First Repayment Date, on which date all pledged funds deposited therein shall beused to repay the Term Loan as set forth in this Section 2.1(b) (it being understood and agreedthat any excess amounts shall be transferred to the Borrower).(c) The Borrower shall repay all the balance of the Term Loan outstanding after the payment ofthe First Installment (the “Balance”) on July 24, 2009 (the “Maturity Date”) or, atany other time, as otherwise required expressly hereunder.(d) All payments of principal and interest on the Term Loan shall be made in Dollars to theaccount of the Lender notified to the Borrower in writing (the “Payment Account”).SECTION 2.2 Use of Proceeds. (a) The Borrower shall apply 30% of the funds borrowed under theTerm Loan on the Drawdown Date to the establishment and funding of the Mandatory Deposit relatingto the Term Loan in accordance with the Argentine Foreign Exchange Regulations (the “FundsAllocated to the Mandatory Deposit”).(b) The Borrower shall apply the remaining 70% of the funds borrowed under the Term Loan onthe Drawdown Date to subscribe and pay for new shares of common stock issued by Banco Galiciapursuant to the capital increase resolved by the shareholders’ meeting of Banco Galicia held onOctober 11, 2006.SECTION 2.3 Procedure for Borrowing. The Borrower shall give the Lender irrevocable noticesubstantially in the form attached as Exhibit F (which notice must be received by the Lender priorto 3:00 P.M., New York City time, two Business Days prior to the anticipated Drawdown Date)requesting that the Lender make the Term Loan on the Drawdown Date and specifying (i) the requestedDrawdown Date and (ii) the amount to be borrowed. Upon satisfaction of the applicable conditionsprecedent set forth in Section 4.1, the Lender shall on the requested Drawdown Date, no later than1:00 P.M., New York City time, make available to the Borrower, by transfer to the account of theBorrower set forth on Exhibit F hereto in New York, New York in accordance with the instructions ofthe Borrower, the amount of the Term Loan so requested in immediately available funds, for furthercredit on the same day to the account of the Borrower maintained with a Licensed FinancialInstitution authorized to operate in the foreign exchange market in Argentina, as set forth below.
 
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The Borrower shall on the same day of disbursement of the Term Loan (i) exchange the proceedsthereof for Pesos through the Argentine free foreign exchange market (*Mercado Único y Libre deCambios*) and credit them to an account of the Borrower maintained with a Licensed FinancialInstitution authorized to operate in the foreign exchange market in Argentina, as required by theArgentine Foreign Exchange Regulations, and (ii) apply the Funds Allocated to the Mandatory Depositto the constitution of the Mandatory Deposit in accordance with the Argentine Foreign ExchangeRegulations.SECTION 2.4 Interest Rates and Payment Dates. (a) The Term Loan shall bear interest on theoutstanding principal amount thereof for each day from the Drawdown Date until the Maturity Date,at a rate per annum equal to (i) 7.75% from the Drawdown Date until the Reset Date (exclusively)and (ii) LIBOR plus 3.50% from the Reset Date (inclusively) until the Maturity Date.(b) If all or a portion of (i) any principal of the Term Loan, (ii) any interest payablethereon, or (iii) any other amount payable hereunder shall not be paid when due (whether at thestated maturity, by acceleration, or otherwise), such overdue amount shall commence to bearinterest at a rate per annum equal to 2% in excess of the then applicable interest rate on the TermLoan, from the date of nonpayment until such overdue amount is paid in full.(c) Interest on the Term Loan accrued from the Drawdown Date to the Reset Date (exclusively)shall be due and payable on the First Repayment Date. Interest on the Balance accrued from theReset Date (inclusively) to the Maturity Date shall be due and payable on the Maturity Date. Forthe avoidance of doubt, it is understood and agreed that interest from the Reset Date (inclusively)until the First Repayment Date (exclusively) on the First Installment shall accrue at a rate perannum of LIBOR plus 3.50% and shall be due and payable on the First Repayment Date.(d) In addition to the interest payments provided for in this Section 2.3, the Borrower shallpay to the Lender a fee of 0.50% of the principal amount of the Term Loan as a structuring fee tobe earned and payable to the Lender on the Drawdown Date.SECTION 2.5 Computation of Interest. (a) Interest payable pursuant hereto shall be calculated onthe basis of actual days elapsed over a 360-day year.(b) Each determination of an interest rate by the Lender pursuant to any provision of thisAgreement shall be conclusive and binding on the Borrower in the absence of manifest error. TheLender shall, at the request of the Borrower, deliver to the Borrower a statement showing thequotations used by the Lender in determining any interest rate pursuant to Section 2.4(a).SECTION 2.6 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, theTerm Loan shall be evidenced by (i) a *pagaré*evidencing the First Installment; (ii) a *pagaré*evidencing the Balance; (iii) a *pagaré*evidencing interest on the Term Loan from the Drawdown Dateuntil the Reset Date (exclusively); and (iv) a *pagaré*evidencing interest on the Term Loan from theReset Date (inclusively) until the Maturity Date (each such *pagaré*evidencing principal orinterest, an “Argentine Note” and together, the “Argentine Notes”), each dulyexecuted and delivered by the Borrower in substantially the form of Exhibit E-1.
 
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Each Argentine Note issued pursuant to this Section 2.6(a) shall (i) be dated the date of theexecution thereof; (ii) in the case of each Argentine Note evidencing the payment of principal,such Argentine Note shall be in a principal amount equal to each of the First Installment and theBalance; (iii) in the case of each Argentine Note evidencing payment of interest, such ArgentineNote shall be in a principal amount equal to each of all interest scheduled to accrue hereunderfrom the Drawdown Date until the First Repayment Date (exclusively) and all interest scheduled toaccrue hereunder from the First Repayment Date (inclusively) until the Maturity Date; (iv) bear interest at the default rate, inaccordance with and subject to the conditions set forth in Section 2.4(b) above; (v) be payable ondemand (*a la vista*); (vi) be non-negotiable instruments (*no a la orden*); and (vii) be signed by anattorney-in-fact duly acting on behalf of the Borrower, and such signature and the capacity of suchattorney-in-fact shall be duly certified by an Argentine notary public. On the Drawdown Date theBorrower shall execute and deliver to the Lender an Argentine Note evidencing all interestscheduled to accrue hereunder from the Drawdown Date until the First Repayment Date (exclusively)(as contemplated in clause (iii) above) and on the First Repayment Date the Borrower shall executeand deliver to the Lender an Argentine Note evidencing all interest scheduled to accrue hereunderfrom the First Repayment Date (inclusively) until the Maturity Date (as contemplated in clause (iv)above). Following the First Repayment Date, and upon the request of the Lender, the Borrower shallexchange the Argentine Notes evidencing payment of interest by new Argentine Notes reflecting theamount of interest resulting from the LIBOR determined from time to time by the Lender inaccordance with this Agreement. Promptly upon receipt of a new Argentine Note evidencing paymentof interest, the Lender shall return the replaced Argentine Note to the Borrower marked“cancelled”. Promptly upon the payment in full or in part of any amounts due under any ArgentineNote or Argentine Notes, the Lender shall return such Argentine Note or Argentine Notes to theBorrower marked “cancelled” provided, however that in the case of partialrepayments, the Lender shall have previously received a new Argentine Note or Argentine Notesevidencing the amounts then outstanding. Notwithstanding the fact that each Argentine Note shallbe payable on demand, the Lender shall not exercise such demand right unless and until the amountsevidenced by such Argentine Note have become due and payable in accordance with the terms of thisAgreement (whether at the stated maturity, by acceleration or otherwise) and such amounts shall nothave been otherwise paid by the Borrower. The Lender agrees that, notwithstanding the simultaneousexistence of the U.S. Notes and the Argentine Notes, it is not entitled to recover in the aggregateany amount in excess of the unpaid amounts owing to it under this Agreement, and it will not seekto recover under (i) this Agreement and/or the U.S. Notes any amount recovered by it under theArgentine Notes and (ii) the Argentine Notes any amount recovered by it under this Agreement and/orthe U.S. Notes; provided, however that:(y) neither the execution, delivery, participation or assignment of any Argentine Note northe commencement of any procedure (whether out-of-court or in court) in respect to, and/or theexercise of any remedy in connection with and/or the total or partial collection of, any ArgentineNote, shall be deemed to be a waiver of any right of the Lender under this Agreement, or anamendment of any term or condition of this Agreement, including with respect to the governing lawof this Agreement; and(z) notwithstanding discharge in full of any Argentine Note, if the amount (including, withoutlimitation, default interest) paid or payable to a Lender under such Argentine Note (including,without limitation, any shortfall of such amount caused by the application of Argentine ForeignExchange Regulations) is less than the amount due and payable to the Lender in accordance with thisAgreement and evidenced by such Argentine Note, the Borrower agrees, to the fullest extent it mayeffectively do so, to pay to the Lender upon demand such difference.Following the repayment in part or in full of any amount due and payable under the ArgentineNotes, upon written request of the Borrower, the Lender will furnish the Borrower with relevantreceipts in respect of such payments.The Lender agrees that it will reimburse the Borrower any amounts recovered under theArgentine Notes in excess of the amounts that the Lender would have been entitled to recover inaccordance with Section 2.9 herein.
 
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Upon any assignment of the Term Loan pursuant to an Assignment and Acceptance, the Borrowershall execute and deliver substitute Argentine Notes (i) to the Assignee, datedthe effective date of such Assignment and Acceptance, reflecting the amount of the Term Loanso assigned and containing other appropriate insertions, and (ii) in the case of a partialassignment, also to the assigning Lender, dated the effective date of such Assignment andAcceptance, reflecting the amount of the Term Loan retained by the assigning Lender and containingother appropriate insertions. In any such case, the assigning Lender shall return any and allArgentine Notes in its possession marked “cancelled.”(b) The Borrower’s obligation to pay the principal of, and interest on the Term Loan shallalso, at the Lender’s option as notified to the Borrower in writing, be evidenced by a promissorynote duly executed and delivered by the Borrower substantially in the form of Exhibit E-2 hereto(each such promissory note, a “U.S. Note”, and collectively, the “U.S. Notes”, andtogether with the Argentine Notes, the “Notes”). Each U.S. Note shall be payable to theorder of the Lender, be dated the Drawdown Date and be in a stated principal amount equal to theprincipal of, and interest on the Term Loan then outstanding.SECTION 2.7 Optional Prepayment of Term Loan. Subject to the expiration of the Required MinimumTerm, the Borrower may at any time and from time to time prepay the Term Loan, in whole (but not inpart), without premium or penalty, upon notice to the Lender by telephone (confirmed by facsimileand/or telecopy) not later than 11:00 a.m., New York City time, at least five Business Days beforethe date of prepayment. Such notice shall be irrevocable and shall specify the relevant prepaymentdate and the amount of the Term Loan to be prepaid; provided that the Borrower shallsimultaneously pay all accrued interest on the Term Loan to be prepaid and all other amounts thendue and payable under this Agreement.SECTION 2.8 Mandatory Prepayment of Term Loan. Subject to the expiration of the Required MinimumTerm, the Term Loan will be required to be prepaid in whole or in part, without premium or penalty,with (a) 100% of the Net Cash Proceeds from a Take-Out Transaction, (b) any dividends from BancoGalicia or any other Significant Subsidiary received by the Borrower, or (c) 100% of the Net CashProceeds from any sale of shares of Banco Galicia or of shares of any Significant Subsidiary ownedby the Borrower (except for sales of shares executed in accordance with Section 6.3 herein), ineach case, in an amount equal to the outstanding principal amount of the Term Loan (or the relevantportion of the Term Loan being prepaid) and all accrued interest due at the time of such prepayment(on the whole or the relevant portion of the Term Loan being prepaid); provided, however,that in case any of the prepayment events referred to in (a), (b) or (c) above shall take placewithin the Required Minimum Term, then 100% of the Net Cash Proceeds or dividends noted above andderived therefrom shall be pledged (pursuant to customary pledge agreements to be agreed by theBorrower and the Lender) in an interest bearing account of the Lender located in New York, NewYork, for the benefit of the Lender, until such Required Minimum Term shall have elapsed, uponwhich time all pledged funds deposited therein shall be used to prepay the Term Loan as set forthin this Section 2.8.SECTION 2.9 Taxes. (a) All payments under the Loan Documents shall be made without deductionor withholding for or on account of any present or future taxes, penalties, fines, duties,assessments or other governmental charges of whatsoever nature imposed or levied by or on behalf ofArgentina or any other jurisdiction from which any amount payable hereunder is paid, or by orwithin any political subdivision thereof or therein, or any authority thereof or therein havingpower to tax, excluding any tax, duty or assessment imposed on or measured by the net income or netprofits of the Lender by the jurisdiction in which it is organized or the jurisdiction in which itsprincipal office or applicable lending office is located (any such non-excluded taxes, assessmentsor duties, “Covered Taxes”), unless the Borrower is compelled by law to so deduct orwithhold. In any such event, the Borrower shall pay such additional amounts (“AdditionalAmounts”) in respect of Covered Taxes as may be necessary to ensure that the amounts receivedby the Lender after such withholding or deduction shall equal the respectiveamounts that would have been receivable by the Lender in the absence of such withholding ordeduction, except that no such Additional Amounts shall be payable to or on behalf of the Lender:(i) if the Lender is liable for Argentine Taxes in respect of the Term Loan by reason of having apresent or former connection with Argentina (or any political subdivision or taxing authoritythereof or therein) other than the execution, delivery or performance of its obligations under thisAgreement or the holding or owning of the Term Loan or the receipt of any payments in respectthereof;
 
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(ii) in respect of Argentine Taxes that would not have been imposed but for the failure of theLender to comply with any certification, identification, information, documentation or otherreporting requirement if such compliance is required by applicable law, regulation, administrativepractice or an applicable treaty as a precondition to exemption from, or reduction in the rate ofdeduction or withholding of, Argentine Taxes;(iii) in respect of any estate, inheritance, gift, sales, transfer or similar tax, assessmentor other governmental charge; or(iv) to any Assignee in excess of the Additional Amounts that the Borrower would be obliged topay to the Lender in accordance with the Double Taxation Treaty between Argentina and the UnitedKingdom, as amended from time to time.(v) any combination of items (i) through (iv) above;(b) The Borrower will pay promptly when due any present or future stamp, court or documentarytaxes or any excise or property taxes, charges or similar levies that arise in Argentina from theexecution, delivery or registration of this Agreement or any other Loan Document.(c) The Lender agrees to file any certificate or document or to furnish to the Borrower anyinformation, in each case, as reasonably requested by the Borrower, that may be necessary toestablish any available exemption from, or reduction in the amount of, any taxes.(d) If the Lender determines that it has received a credit or refund of any Covered Taxes withrespect to which the Borrower has paid Additional Amounts pursuant to this Section 2.10, it shallpay over such refund to the Borrower, net of all out-of-pocket expenses of the Lender and withoutinterest (other than any interest paid by the relevant Governmental Authority with respect to suchrefund).SECTION 2.10 Payments Generally. The Borrower shall make each payment required to be made by ithereunder (whether of principal, interest or of amounts payable under Section 2.9, or otherwise)prior to 12:00 noon, New York City time, on the date when due, in immediately available funds,without set-off or counterclaim (except as expressly provided herein). All such payments shall bemade to the Payment Account. If any payment hereunder shall be due on a day that is not a BusinessDay, the date for payment shall be extended to the next succeeding Business Day, and, in the caseof any payment of interest, interest thereon shall be payable for the period of such extension.All payments hereunder shall be made in Dollars.SECTION 2.11 Currency of Payment. It is an essential condition of this Agreement thatall payments hereunder are made in Dollars. The Borrower assumes and agrees to bear responsibilityfor any circumstance (including in particular any circumstances involving *force majeure*events oracts of God) occurring hereafter which may impede or make more burdensome the purchase of thespecific foreign currency owed under this Agreement, and agrees, in any such event, to make use ofany exchange mechanism, whether locally or abroad, that may allow it to fulfill all of its paymentobligations arising from this Agreement in the agreed currency, that is, Dollars. The Borrowerhereby irrevocably waives
 
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any claim that a payment in Dollars is unfeasible (including any defense under Section 1198 ofthe Argentine Civil Code), and acknowledges that all payment obligations to be discharged on itspart as provided in this Agreement shall remain in effect and be enforceable until such time as theLender shall receive the exact amount of Dollars payable under this Agreement except as expresslyprovided herein. If the Borrower shall not be able to repay on any Scheduled Date to the PaymentAccount the full amount of Dollars due by the Borrower on any such Scheduled Date (the “DollarObligations”) by virtue of any law or any Argentine Foreign Exchange Regulation in force on anyScheduled Date, or the taking of action by a Governmental Authority, which in any such caseprohibits, prevents or limits the conversion of Pesos to any foreign currency or the transfer tothe Payment Account of the Dollar Obligations, then the Borrower shall, during the continuance ofsuch prohibition or restriction, pay the Dollar Obligations in Dollars at the Payment Accountthrough the following alternative methods:(a) through any lawful mechanism available to the Borrower on the Scheduled Date, including(i) the purchase with Pesos of any Dollar Securities, their sale by the Borrower in a foreignmarket for Dollars and the transfer to the Payment Account of the sale proceeds thereof in anamount equal to the Dollar Obligations, (ii) the purchase of Dollars in New York City or any othercity or market in which Dollars may be purchased, with any legal tender, and (iii) any othermechanism for the acquisition of Dollars in any exchange market; or(b) provided there is not available to the Borrower on the relevant Scheduled Date anyalternative lawful mechanism to pay the Dollar Obligations at the Payment Account, then theBorrower, at the Lender’s written request, shall (i) purchase with Pesos Dollar Securities havingan aggregate market price in Dollars at the time of purchase thereof at least equal to the amountof Dollar Obligations falling due on such Scheduled Date; and (ii) transfer to the Lender on therelevant Scheduled Date such acquired Dollar Securities to the securities account of the Lenderoutside of Argentina to be indicated by the Lender to the Borrower. The parties agree that anytransfer of Dollar Securities to the Lender under this Section shall be made *pro solvendo*, andshall therefore not involve or be construed as a payment of any outstanding obligations hereunder,but shall only create a security interest for the benefit of the Lender over the transferred DollarSecurities to secure payment of the Dollar Obligations payable on the relevant Scheduled Date,until the Lender can sell such Dollar Securities for Dollars, and then apply the resulting saleproceeds to the payment of the Dollar Obligations. Such sale by the Lender shall take place nolater than two (2) Business Days following the date of transfer of the Dollar Securities to theLender in a New York market, or if the Dollar Securities are not traded in New York, in any otherforeign market of the election of the Lender, acting reasonably. If the sale proceeds of the DollarSecurities is less than the amount of the payable Dollar Obligations (including interest thereonaccrued until the date of sale of the Dollar Securities in accordance with this Agreement), thenthe Borrower shall transfer to the Lender within two (2) Business Days of the Lender’s writtenrequest such additional quantity of Dollar Securities that shall permit the Lender to collect thefull Dollar amount of such Dollar Obligations through the sale of such additional DollarSecurities. If at any time the aggregate amount of the sale proceeds of the Dollar Securitiestransferred to the Lender by way of security under this Section is higher than the payable DollarObligations, then (i) provided an Event of Default shall not have occurred and be continuing, theLender shall promptly return the applicable excess to the Borrower; or (ii) provided an Event ofDefault shall have occurred and be continuing, the Lender shall be authorized to set-off (so longas in accordance with Section 8.8 hereof) and apply the resulting excess against and on account ofany other outstanding obligations of the Borrower hereunder.(c) No payment method under this Section shall be deemed to constitute payment of theapplicable obligation until receipt by the Lender at the Payment Account of the full amount ofDollars due in respect thereof. All reasonable costs, expenses and taxes payable in connection withcompliance with this Section shall be exclusively borne by the Borrower.
 
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(d) Nothing in this Section 2.11 shall be construed to entitle the Borrower to refuse to makepayments hereunder in Dollars in the Payment Account as and when due for any reason whatsoever(other than full and final payment indefeasibly in cash in Dollars of all amounts due under theLoan Documents), including, without limitation, any of the following: (a) the purchase of Dollarsin Argentina by any means becomes more onerous or burdensome for the Borrower than as of the dateof this Agreement, or (b) the exchange rate in force in Argentina increases significantly from thatin effect as of the date of this Agreement.ARTICLE IIIRepresentations and WarrantiesThe Borrower represents and warrants to the Lender that as of the date of this Agreement andas of the Drawdown Date:SECTION 3.1 Organization; Powers. The Borrower and each of its Significant Subsidiaries is a*sociedad anónima*duly organized and validly existing under the laws of Argentina, and the Borrowerand each of its Significant Subsidiaries has all requisite power and authority to conduct itsbusiness and to perform its obligations under the Loan Documents.SECTION 3.2 Authorization; No Conflicts. The execution, delivery and performance by the Borrowerof the Loan Documents are within the Borrower’s powers and authority, and such action has been dulyauthorized by all necessary corporate and shareholder action (if any) on the part of the Borrower,and such execution, delivery and performance does not violate or constitute a default under (A) theBorrower’s organizational documents or (B) any material law, rule or regulation of a GovernmentalAuthority having jurisdiction over the Borrower or any material agreement binding on the Borroweror any Subsidiary (including, without limitation, Banco Galicia).SECTION 3.3 Enforceability. This Agreement and each other Loan Document constitutes a legal,valid and binding obligation of the Borrower, enforceable against the Borrower in accordance withits terms, subject to (i) applicable bankruptcy, fraudulent transfer, moratorium, insolvency andother similar laws affecting creditors’ rights generally, (ii) general equitable principlesregardless of whether the issue of enforceability is considered in a proceeding in equity or at lawand (iii) an implied covenant of good faith and fair dealing.SECTION 3.4 Governmental and Other Approvals. No license, consent, authorization or approval orother action by, or notice to or filing or registration with, any Governmental Authority (includingany foreign exchange approval), and no other third-party consent or approval, is necessary for thedue execution, delivery and performance by the Borrower of the Loan Documents, or for the use ofproceeds thereof, or for the legality, validity or enforceability thereof against the Borrower,except for: (i) the registration with the Central Bank of the disbursement of the Term Loan to theBorrower or payments by the Borrower under this Agreement, through the furnishing of the relevantforms to a financial institution licensed under Argentine Law No. 21,526, as amended (a“Licensed Financial Institution”) authorized to operate in the foreign exchange market inArgentina, all in accordance with Decree No. 616/05 and its implementing regulations, in each caseas amended and/or supplemented, (ii) the conversion by the Borrower of the proceeds of the TermLoan for Pesos through the Argentine free foreign exchange market (*Mercado Único y Libre deCambios*) and the credit of the relevant Peso amounts to a bank account of the Borrower inArgentina, in each case as required by (and within the periods set forth in) Communication “A” 3712of the Central Bank, as amended and/or supplemented, (iii) application by the Borrower of the FundsAllocated to the Mandatory Deposit to the constitution of the Mandatory Deposit in accordance withthe Argentine Foreign Exchange Regulations, (iv) the lapse of 365 calendar days (counted from thedate of settlement in the Argentine free foreign exchange market
 
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(*Mercado Único y Libre de Cambios*) of the proceeds of the Term Loan, in accordance with theArgentine Foreign Exchange Regulations in effect from time to time) before any payment orreimbursement (whether at scheduled maturity, upon acceleration or otherwise) may be made by theBorrower under this Agreement or the Notes (other than scheduled interest payments pursuant to therelevant provisions of Communication “A” 4177 of the Central Bank, as amended and/or supplemented),(v) after the lapse of the term mentioned in the preceding item (iv), compliance by the Borrowerwith the relevant provisions of Communication “A” 4177 of the Central Bank, as amended and/orsupplemented, in connection with any payment or prepayment made in accordance with the terms setforth in this Agreement, (vi) compliance by the Borrower with the conditions set forth inCommunication “A” 4643, as amended and/or supplemented, pursuant to which the Borrower can onlyaccess the Argentine free foreign exchange market (*Mercado Único y Libre de Cambios*) in order tomake scheduled interest payments, with respect to interest accrued (x) as of the date of settlementof the disbursement proceeds through the Argentine free foreign exchange market (*Mercado Único yLibre de Cambios*), or (y) as of the date of disbursement, if proceeds thereof have been credited toan account of a Licensed Financial Institution abroad (*cuenta de corresponsalía*) within 48 businesshours from such disbursement, and (vii) compliance by the Borrower with the periodic informationrequirements set forth in Communication “A” 3602 of the Central Bank, as amended and/orsupplemented.SECTION 3.5 Compliance with Law. The Borrower and each of its Significant Subsidiaries(including, without limitation, Banco Galicia) is in compliance with all applicable laws, except tothe extent that any violation of any thereof could not reasonably be expected to have a MaterialAdverse Effect.SECTION 3.6 Properties. The Borrower and each of its Significant Subsidiaries (including, withoutlimitation, Banco Galicia) has good and sufficient title to its properties and assets, except tothe extent that any imperfection of title could not reasonably be expected to have a MaterialAdverse Effect.SECTION 3.7 Environmental Matters. Except with respect to any matters that, individually or inthe aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither theBorrower nor any of its Significant Subsidiaries (including, without limitation, Banco Galicia) (i)has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,license or other approval required under any Environmental Law, (ii) has become subject to anyEnvironmental Liability, (iii) has received notice of any claim with respect to any EnvironmentalLiability or (iv) knows of any basis for any Environmental Liability.SECTION 3.8 No Liens. (a) There are no existing Liens on the shares of capital stock of BancoGalicia currently held by the Borrower and (b) the shares of capital stock of Banco Galicia to bepurchased by the Borrower with the proceeds of the Term Loan shall not be, at the time of purchasethereof, subject to any Liens (other than Liens arising by operation of law or resulting from acourt order).SECTION 3.9 Material Litigation. No litigation, investigation or proceeding of or before anyarbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower,threatened by or against or affecting the Borrower or any of its Significant Subsidiaries oragainst any of their respective properties or revenues (a) with respect to any of the LoanDocuments to which it is a party or any of the transactions contemplated hereby or thereby, or (b)that could otherwise reasonably be expected to have a Material Adverse Effect.SECTION 3.10 Taxes. The Borrower and each of its Significant Subsidiaries (including, withoutlimitation, Banco Galicia) has filed, or caused to be filed, all material tax returns required tobe filed by it, and has paid or caused to be paid all taxes, assessments, fees and other chargesdue andpayable by it, other than any such liabilities (a) that are being contested in good faith andby appropriate proceedings, (b) for which adequate reserves with respect thereto have beenestablished in accordance with Argentine GAAP or (c) the failure to pay and discharge could notreasonably be expected to have a Material Adverse Effect.
 
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SECTION 3.11 Proper Legal Form. Subject to exceptions contained in the legal opinion of Argentinecounsel to the Borrower delivered on the Closing Date, the Loan Documents are in proper legal formfor the enforcement thereof against the Borrower under the laws of Argentina; and to ensure thelegality, validity, enforceability or admissibility in evidence of the Loan Documents in Argentina,it is not necessary that this Agreement or any other document be filed or recorded with any courtor other authority in Argentina.SECTION 3.12 Investment Company Act. The Borrower is not an “investment company” subject toregulation under the U.S. Investment Company Act of 1940, as amended.SECTION 3.13 Financial Statements. (a) The consolidated financial statements of the Borrower asof December 31, 2006, 2005 and 2004 and for each of the fiscal years ended on such dates have beenprepared in accordance with Argentine GAAP and Central Bank Accounting Rules and fairly present inall material respects the financial condition of the Borrower and its consolidated Subsidiaries(including, without limitation, Banco Galicia) as of such dates and for such periods.(b) The non-consolidated financial statements of the Borrower as of December 31, 2006, 2005and 2004 and for each of the fiscal years ended on such dates have been prepared in accordance withArgentine GAAP and Central Bank Accounting Rules and fairly present in all material respects thefinancial condition of the Borrower as of such dates and for such periods.(c) The consolidated financial statements of the Borrower as of March 31, 2007 and 2006 andfor the three-month periods ended on such dates have been prepared in accordance with ArgentineGAAP and Central Bank Accounting Rules and fairly present in all material respects the financialcondition of the Borrower and its consolidated Subsidiaries as of such dates and for such periods(subject to year-end audit adjustments).(d) The consolidated financial statements of Banco Galicia as of (i) December 31, 2006, 2005and 2004 and for each of the fiscal years ended on such dates and (ii) March 31, 2007 and 2006 andfor the three-month periods ended on such dates have been prepared in accordance with ArgentineGAAP and Central Bank Accounting Rules and fairly present in all material respects the financialcondition of Banco Galicia and its consolidated Subsidiaries as of such dates and for such periods.SECTION 3.14 No Change. Since March 31, 2007, there has been no development or event that has had orcould reasonably be expected to have a Material Adverse Effect.SECTION 3.15 No Default. Neither the Borrower nor or any of its Significant Subsidiaries (including,without limitation, Banco Galicia) is in default under or with respect to any of its contractualobligations in any respect that could reasonably be expected to have a Material Adverse Effect.SECTION 3.16 Accuracy of Information. No statement or information contained in this Agreement orany other Loan Document furnished by the Borrower to the Lender for use in connection with thetransactions contemplated by this Agreement or the other Loan Documents contained as of the datesuch statement, information, document or certificate was so furnished, contains any untruestatementof a material fact or has omitted to state a material fact necessary to make the statementscontained herein or therein not misleading.
 
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SECTION 3.17 Solvency. The Borrower is, and after giving effect to the incurrence of the TermLoan, will be Solvent.SECTION 3.18 Indebtedness. As of June 30, 2007, the Borrower has no Indebtednessother than the Indebtedness detailed in Schedule 3.17. Since June 30, 2007, there has not been anymaterial change in the Indebtedness of the Borrower.ARTICLE IVConditionsSECTION 4.1 Conditions to Closing Date . The agreement of the Lender to make the Term Loan issubject to the satisfaction of the following conditions (or waiver in accordance with theprovisions hereof): (1) Loan Agreement. The Lender (or itscounsel) shall have received this Agreement (or a counterpart hereof),duly executed and delivered by the the Borrower and the Lender.  (2) Notes: The Lender (or its counsel)shall have received the Notes as provided under Section 2.6. hereof.  (3) Mandate Letter. The Lender (or itscounsel) shall have received the Mandate Letter (or a counterparthereof), duly executed and delivered by the Borrower and Merrill Lynch,Pierce, Fenner & Smith Incorporated.  (4) Closing Certificate. The Lender (orits counsel) shall have received a certificate, substantially in theform of Exhibit B, dated the Closing Date and signed by a ResponsibleOfficer of the Borrower, with appropriate insertions and attachments(including the constitutive documents of the Borrower, certified boardresolutions of the Borrower, authorizing the execution, delivery andperformance of each Loan Document and the corresponding power ofattorney of the Borrower) and confirming that (i) the representationsand warranties of the Borrower set forth herein are true and correct inall material respects (as of the relevant dates made) and (ii) noDefault or Event of Default shall have occurred and be continuing underthis Agreement. The documents attached to the certificate to bedelivered by the Borrower shall be certified by an Argentine notarypublic.  (5) Governmental Approvals. The Lender (orits counsel) shall have received certified copies of all governmentalauthorizations, approvals and consents, required (if any) in connectionwith the execution, delivery and performance of this Agreement, all ofwhich shall be in full force and effect.  (6) Legal Opinions. The Lender (or itscounsel) shall have received a legal opinion (addressed to the Lender(as of the Closing Date) and dated the Closing Date) of (i) White &Case LLP, special New York counsel forthe Borrower, substantially in the form of Exhibit C, and (ii) M. &M. Bomchil, special Argentine counsel to the Borrower, substantiallyin the form of Exhibit D.
 
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 (7) Process Agent. The Lender (or itscounsel) shall have received evidence that (i) a process agent has beenappointed to act as the Borrower’s agent for service of processpursuant to this Agreement and (ii) such process agent has acceptedsuch appointment.  (8) Fees. Evidence of payment by theBorrower of all documented reasonable fees and expenses of the Lender,including the reasonable fees and expenses of counsel to the Lender, inconnection with the negotiation, preparation, execution and delivery ofthe Loan Documents and the making of the Term Loan (subject, in eachcase, to any capped fee arrangement or similar limitation, including,without limitation, Section 8.3 hereof).ARTICLE V