**Exhibit 4.6**EXECUTION COPY**SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT**     This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into asof August 25, 2006 among BANCO DE GALICIA Y BUENOS AIRES S.A., a *sociedad anónima*organized underthe laws of the Republic of Argentina (the “Issuer”), the holders parties hereto (the“Holders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for the Holders (in suchcapacity, together with any successor Agent appointed pursuant to Article VIII to the Note PurchaseAgreement referred to below, the “Agent”).**RECITALS**     **WHEREAS**, the Issuer, the Holders, the Agent and Barclays Bank PLC, as Documentation Agent,have entered into that certain Note Purchase Agreement, dated as of April 27, 2004 (as amended,modified and/or supplemented from time to time up to, but not including, the date hereof, the“Note Purchase Agreement”); and     **WHEREAS**, the Issuer and the Holders desire to amend certain terms of the Note PurchaseAgreement relating to (i) the purchase by the Issuer of Medium-Term Bonds (as defined below) andLong-Term Bonds (as defined below) in the open market and the purchase of Long-Term Loans andMedium-Term Loans, (ii) the sale of Authorized Government Financial Assets (as defined below) anduse of the proceeds from such sale and otherwise received in connection with such AuthorizedGovernment Financial Assets for the purpose of effecting the purchases described in clause (i)above and (iii) the definition of “Investment” set forth therein;     **NOW, THEREFORE**, in consideration of the premises and the mutual agreements herein contained,the parties hereto agree as follows:          SECTION 1. Defined Terms. Capitalized terms used in this Amendment and not otherwisedefined in this Amendment shall have the respective meanings assigned to such terms in the NotePurchase Agreement.          SECTION 2. Amendment to Table of Contents. The Table of Contents of the Note PurchaseAgreement is hereby amended by inserting the text “Schedule 3.2(b) Authorized Government FinancialAssets” immediately below the text “Schedule 2.1 Proration and Reallocation Procedure” appearingtherein.          SECTION 3. Amendment to Section 1.1 of the Note Purchase Agreement. The definition of“Investment” appearing in Section 1.1 of the Note Purchase Agreement is hereby amended by insertingthe following text at the end of said definition:“Solely for the avoidance of doubt, the prepayment, redemption, purchase,defeasance, repayment or satisfaction by the Issuer of any of its Debt in accordancewith the terms of this Agreement, including, without limitation, any open marketpurchases of Medium-Term Bonds or Long-Term Bonds and purchases of Medium-Term Loansor Long-Term Loans made in accordance with
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the last proviso in Section 3.2(b) hereof, shall not constitute an “Investment”pursuant to this definition.”          SECTION 4. Amendment to Section 1.1 of the Note Purchase Agreement. Section 1.1 ofthe Note Purchase Agreement is hereby amended by inserting the following new definitions inappropriate alphabetical order:“Authorized Government Financial Assets” means BODEN and each of the loans,bonds and financial assets set forth in Schedule 3.2(b) hereto.“Bond First Purchase Requirements” means, with respect to purchases by theIssuer of Medium Term Bonds or Long-Term Bonds, as applicable, pursuant tosub-clause (A) of the second proviso of Section 3.2(b): (i) such purchase is at aprice that is equal to or below the then prevailing market value (as reasonablydetermined by the Issuer or its advisors) of such Medium-Term Bonds or Long-TermBonds together with accrued and unpaid interest up to the relevant date of thepurchase, (ii) such purchase is effected either through (a) an independent broker orinvestment bank or (b) a regulated market and (iii) the Issuer shall have made,within 30 days following the completion of any series of related purchases ofMedium-Term Bonds or Long-Term Bonds described in sub-clause (A) of the secondproviso to Section 3.2(b), an offer to purchase (and, if applicable, subsequentlypurchased the relevant Restructured Debt), (1) to the extent that the Issuer shallhave used the relevant Net Cash Proceeds (or portion thereof) to purchase Long-TermBonds, to the holders of the Long-Term Dollar Notes and the other Long-Term Loansand (2) to the extent that the Issuer shall have used the relevant Net Cash Proceeds(or portion thereof) to purchase Medium-Term Bonds, to the holders of theMedium-Term Dollar Notes and the other Medium-Term Loans, in each case, Long-TermLoans or Medium-Term Loans, as applicable, at a purchase price equal to the LoanPurchase Price, on a *pro rata*basis (based on the amount of Net Cash Proceeds thatare available to be used by the Issuer to effect the purchases described in thissub-clause (iii) (prior to giving effect to the offer to purchase Long-Term Loans orMedium-Term Loans) and the percentage that the relevant Long-Term Loans orMedium-Term Loans bear to the total aggregate Restructured Debt constituting suchSenior Debt); *it being understood and agreed*by the parties hereto that to theextent that any holders of Long-Term Loans or Medium-Term Loans have not elected toparticipate in the offer contemplated in this sub-clause (iii), the Issuer may, atits sole discretion, apply the remaining Net Cash Proceeds to (x) purchase a greateramount of Long-Term Loans or Medium-Term Loans, as applicable, from those holders ofsuch Restructured Debt that have elected to participate in such offer on a *pro rata*basis and/or (y) make purchases in the open market of Long-Term Bonds and/orMedium-Term Bonds as described in this definition without having to effect asubsequent offer required pursuant to this sub-clause (iii) with respect to suchremaining Net Cash Proceeds.“Loan First Purchase Requirements” means, with respect to offers topurchase by the Issuer of Medium Term Loans or Long-Term Loans, as applicable,pursuant to
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sub-clause (B) of the second proviso of Section 3.2(b), such offer is at a purchaseprice equal to the Loan Purchase Price and is made on a *pro rata*basis among therelevant holders of such Medium-Term Loans or Long-Term Loans and taking intoaccount the respective principal amounts thereof at the time outstanding (based onthe amount of Net Cash Proceeds that are to be used by the Issuer to effect suchpurchase); *it being understood and agreed*by the parties hereto that to the extentthat any holders of Long-Term Loans or Medium-Term Loans have elected not toparticipate in the offer contemplated in sub-clause (B) of the second proviso toSection 3.2(b) and in this definition, the Issuer may, at its sole discretion, applythe remaining Net Cash Proceeds to (i) purchase a greater amount of Long-Term Loansor Medium-Term Loans, as applicable, from those holders of such Restructured Debtthat have elected to participate in such offer on a *pro rata*basis and/or (ii) makepurchases in the open market of Long-Term Bonds and/or Medium-Term Bonds pursuant tothe Bond First Purchase Requirements without having to effect a subsequent offer topurchase Long-Term Loans or Medium-Term Loans as required by the Bond First PurchaseRequirements.“Loan Purchase Price” means, with respect to offers to purchase by theIssuer of Medium-Term Loans or Long-Term Loans, as applicable, pursuant to thesecond proviso of Section 3.2(b), an amount equal to no less than the average of thethree highest bid prices quoted by five major international banks or brokers in NewYork, as of the date such offer to purchase is being made, with respect to theMedium-Term Bonds or Long-Term Bonds, as applicable; *it being understood and agreed*by the parties hereto that to the extent that the average price contemplated in thisdefinition is equal to or greater than the face amount of the Medium-Term Loans orLong-Term Loans subject to such offer, the “Loan Purchase Price” shall be equal to99.99% of the face amount of such Medium-Term Loans or Long-Term Loans.          SECTION 5. Amendment to Section 3.2(b) of the Note Purchase Agreement. Section 3.2(b)of the Note Purchase Agreement is hereby amended by inserting the following proviso immediatelyprior to the period appearing at the end of the penultimate sentence set forth in said Section:”; provided, further, that the Issuer or any SignificantSubsidiary shall not be required to apply any portion of the Net CashProceeds received by the Issuer or such Significant Subsidiary from theTransfer of any Authorized Government Financial Assets or in respect of anypayments of principal made by the Country (or any agency or departmentthereof) on account of any Authorized Government Financial Assets receivedor due to be received from the Country to prepay or redeem any Long-TermDebt or Medium-Term Debt, in accordance with this clause (b), to the extentthat, within 12 months following the date of any such Transfer or receipt ofany such payment of principal (or 12 months following the date hereof withrespect to receipts of principal received from December 1, 2004 to the date
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hereof), the Net Cash Proceeds received by the Issuer or such SignificantSubsidiary from the Transfer or the payment of principal of such AuthorizedGovernment Financial Assets shall have been utilized by the Issuer to: (A)purchase any Medium-Terms Bonds or Long-Term Bonds subject to the Bond FirstPurchase Requirements or (B) purchase (pursuant to an offer to purchase madeto the relevant holders thereof) Long-Term Loans or Medium-Term Loans, ineach case, pursuant to the Loan First Purchase Requirements.”          SECTION 6. Amendment to Section 3.2(c) of the Note Purchase Agreement. Section 3.2(c)of the Note Purchase Agreement is hereby amended by deleting the text “(other than with respect tothe capitalization of any Subordinated Debt of the Issuer held by Grupo Galicia)” and inserting thetext “(other than with respect to the capitalization of any Long-Term Debt, Medium-Term Debt orSubordinated Debt of the Issuer held by Grupo Galicia (and any related capitalization by minorityshareholders of the Issuer resulting from the mandatory application of preemptive and accretionrights))”.          SECTION 7. Amendment to Section 3.2 of the Note Purchase Agreement. Section 3.2 ofthe Note Purchase Agreement is hereby amended by inserting the following new clause (f) immediatelyfollowing clause (e) appearing in said Section:“(f) Any purchases by the Issuer of Long-Term Dollar Notes and/or Medium-Term DollarNotes contemplated in clause (b) above shall be made in accordance with Section9.4(a) hereof; providedthat sub-clause (i) thereof shall not beapplicable to any such purchases.”          SECTION 8. Amendment to Section 6.2 of the Note Purchase Agreement. Section 6.2 ofthe Note Purchase Agreement is hereby amended by (i) deleting the text “and” appearing at the endof clause (i) appearing in said Section, (ii) deleting the period appearing at the end of clause(j) appearing in said Section and inserting the text “; and” in lieu thereof and (iii) insertingthe following new clause (k) immediately following clause (j) appearing in said Section:“(k) together with the Quarterly Report described in clause (b) above, to the extentthat the Issuer shall have made any of the purchases described in the second provisoto Section 3.2(b) hereof during the fiscal quarter for which such Quarterly Reportis presented, a brief summary of such purchases consummated during such period,including a detailed listing of the amount, price and type of each related group ofsuch purchases.”          SECTION 9. Amendment to Section 6.4(e) of the Note Purchase Agreement. Section 6.4(e)of the Note Purchase Agreement is hereby amended by inserting the text “except with respect to thesale of Authorized Government Financial Assets by the Issuer or any Significant Subsidiary,”immediately following the text “provided that” appearing in said Section.
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          SECTION 10. Amendment to Section 6.4(g) of the Note Purchase Agreement. Section6.4(g) of the Note Purchase Agreement is hereby amended by (i) deleting clause (iv) appearing inthe proviso thereof in its entirety and inserting the text “(iv) with respect to any Long-TermDebt, Medium-Term Debt or Subordinated Debt of the Issuer, capitalization of such Long-Term Debt,Medium-Term Debt or Subordinated Debt into equity of the Issuer (and any related capitalization byminority shareholders of the Issuer resulting from the mandatory application of preemptive andaccretion rights)” in lieu thereof, (ii) deleting the text “and” appearing before sub-clause (v) ofsaid Section and (iii) inserting the following text before the period appearing at the end of saidSection:“and (vi) purchases by the Issuer of Medium-Term Bonds, Long-Term Bonds,Medium-Term Loans or Long-Term Loans in accordance with the terms of thelast proviso in Section 3.2(b)”.          SECTION 11. Amendment to Section 9.1 of the Note Purchase Agreement. Section 9.1 ofthe Note Purchase Agreement is hereby amended by deleting the text “Attention: Dorothy Robinson,Telecopy: (212) 797-8614” and inserting in its place the following text “Attention: Trust andSecurities Services, Telecopy: (212) 797-8614, with a copy to Deutsche Bank National Trust Company,Attention: Global Transaction Banking, Trust and Securities Services, 25 DeForest Avenue, MS:01-0105, Summit, New Jersey 07901;”.          SECTION 12. Conditions Precedent to Effectiveness. This Amendment shall becomeeffective upon the fulfillment by the Issuer, in form and substance satisfactory to the Agent, ofall and each of the following conditions (the first Business Day on which the last of suchconditions shall have been satisfied, the “Effective Date”):          (a) The Agent (or its counsel) shall have received this Amendment, duly executed and deliveredby the Agent, the Issuer and each Holder party hereto;          (b) The Holders have received the reimbursement of all invoiced fees and expenses of theHolder’s counsel (Mayer, Brown, Rowe & Maw LLP), which invoices may include an estimate of fees andexpenses, or confirmation that those fees and expenses have been paid directly by the Issuer; and          (c) The Issuer shall have paid to the Agent’s Account, for the benefit of each Holder, anamendment fee equal to 0.125% of the principal amount of the Restructured Dollar Notes held by suchHolder and outstanding as of the date of this Amendment.          SECTION 13. Representations and Warranties. The Issuer hereby represents and warrantsto the Holders and the Agent that, as of the date hereof:          (a) Organization; Powers. The Issuer and each of its Subsidiaries (i) is a companyduly incorporated and validly existing under the laws of the jurisdiction of its incorporation,(ii) has obtained all required Authorizations to own its assets and conduct its business aspresently conducted, and (iii) has the power, authority and legal right to enter into and performits obligations hereunder.
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          (b) No Conflicts. Neither the execution, delivery or performance hereof nor thecompliance with its terms will conflict with or result in a breach of any of the terms, conditionsor provisions of, or constitute a default or require any consent under, any indenture, mortgage,agreement or other instrument or arrangement (except those indentures, mortgages, agreements orother instruments or arrangements relating to, and/or in connection with, any Surviving Debt) towhich the Issuer is a party or by which it is bound, or violate any of the terms or provisions ofthe Issuer’s Charter or any Authorization, judgment, decree or order or any statute, rule orregulation (including Regulation X of the Board of Governors of the Federal Reserve System)applicable to the Issuer or result in or require the creation or imposition of any Lien upon orwith respect to any of the properties of the Issuer or any of its Subsidiaries.          (c) Due Authorization; Enforceability. This Amendment has been duly authorized andexecuted by the Issuer and constitutes a valid and legally binding obligation of the Issuer,enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency andother similar laws affecting creditor’s rights generally, and (ii) general equitable principlesregardless of whether the issue of enforceability is considered in a proceeding in equity or atlaw.          (d) No Additional Authorization, Etc. All the Authorizations needed by the Issuer toconduct its business and execute and comply with its obligations under this Amendment or underwhich the Issuer is in any manner obligated have been obtained and are final and in full force andeffect and the Issuer has not received any notice of proceedings relating to the revocation,cancellation, expropriation or modification of any such Authorization.          SECTION 14. Binding Effect; Ratification.          (a) This Amendment shall become effective as of the date the conditions set forth inSection 12 above are satisfied, and thereafter shall be binding on the parties hereto andtheir respective successors and assigns.          (b) The Note Purchase Agreement, as amended hereby, remains in full force and effect, and ishereby ratified and confirmed by the parties hereto. Any reference to the Note Purchase Agreementfrom and after the date hereof shall be deemed to refer to the Note Purchase Agreement as amendedhereby, unless otherwise expressly stated.          SECTION 15. Miscellaneous.          (a) Jurisdiction; Consent to Service of Process. (i) Each of the parties heretohereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusivejurisdiction of any New York State court or Federal court of the United States of America sittingin New York City, and any appellate court from any thereof, in any action or proceeding arising outof or relating to this Amendment, or for recognition or enforcement of any judgment, and each ofthe parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of anysuch action or proceeding may be heard and determined in any such New York State court or, to thefullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that afinal judgment in any such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law. Nothing
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in this Amendment shall affect any right that any Holder or the Agent may otherwise have tobring any action or proceeding relating to this Amendment in the courts of any jurisdiction. TheIssuer irrevocably and unconditionally waives any right to claim a lack of jurisdiction should thisAmendment be enforced in the Country.          (ii) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullestextent it may legally and effectively do so, any objection which it may now or hereafter have tothe laying of venue of any suit, action or proceeding arising out of or relating to this Amendmentin any court referred to in subparagraph (i) of this section (a). Each of the partieshereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of aninconvenient forum to the maintenance of such action or proceeding in any such court.          (b) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISINGOUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION,ADMINISTRATION, OR PERFORMANCE THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND WAIVER BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.          (c) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNEDBY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES (OTHER THANSECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).[SIGNATURES FOLLOW]
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the day and year first above written.      BANCO DE GALICIA Y BUENOS AIRES S.A.,