Exhibit 4.9






Exhibit 4.9




EXECUTION COPY




TERM FACILITY AGREEMENT




DATED as of December 17, 2010



BETWEEN



BANCO DE GALICIA Y BUENOS AIRES S.A.

AS BORROWER



AND



NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ

VOOR ONTWIKKELINGSLANDEN N.V.

AS LENDER


 


 









 





CONTENTS




	 	 	 	 	 
	Section	 	Page	 
	 
	 	 	 	 
	1. Definitions and Interpretation
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Financial Definitions
	 	 	14	 
	1.3 Financial Calculations
	 	 	18	 
	1.4 Construction
	 	 	18	 
	 
	 	 	 	 
	2. Purpose
	 	 	19	 
	 
	 	 	 	 
	3. The Facility
	 	 	19	 
	3.1 The Facility
	 	 	19	 
	3.2 Procedure for Utilization
	 	 	19	 
	3.3 Interest
	 	 	20	 
	3.4 Default Interest
	 	 	25	 
	3.5 Repayment
	 	 	26	 
	3.6 Prepayment and Cancellation
	 	 	26	 
	3.7 Fees
	 	 	28	 
	3.8 Costs and Expenses
	 	 	29	 
	3.9 Tax Gross-up and Indemnities
	 	 	30	 
	3.10 Increased Costs
	 	 	32	 
	3.11 Currency Indemnity
	 	 	32	 
	3.12 Other indemnities
	 	 	33	 
	3.13 Evidence of Debt
	 	 	33	 
	 
	 	 	 	 
	4. Representations and Warranties
	 	 	34	 
	4.1 Representations and Warranties
	 	 	34	 
	4.2 Repetition
	 	 	39	 
	4.3 FMO Reliance
	 	 	39	 
	4.4 Rights and Remedies Not Limited
	 	 	40	 
	 
	 	 	 	 
	5. Conditions of Utilization
	 	 	40	 
	5.1 Conditions of First Utilization
	 	 	40	 
	5.2 Conditions of all Utilizations
	 	 	43	 
	5.3 Conditions for each Utilization other than the first Utilization
	 	 	44	 
	5.4 Conditions for FMO Benefit
	 	 	44	 
	 
	 	 	 	 
	6. Covenants
	 	 	44	 
	6.1 Affirmative Covenants
	 	 	45	 
	6.2 Negative covenants
	 	 	48	 
	6.3 Informational Covenants
	 	 	50	 
	6.4 Insurance Covenants
	 	 	52	 
	 
	 	 	 	 
	7. Events of Default
	 	 	53	 
	7.1 Events of Default
	 	 	53	 
	7.2 Acceleration
	 	 	57	 
	 
	 	 	 	 
	8. Miscellaneous
	 	 	58	 
	8.1 Changes to Lender
	 	 	58	 
	8.2 Changes to the Borrower
	 	 	60	 
	8.3 Conduct of Business by FMO
	 	 	60	 
	8.4 Payment Mechanics
	 	 	60	 
	8.5 Set-off
	 	 	63	 
	8.6 Notices
	 	 	63	 
	8.7 Calculations and Certificates
	 	 	65	 
	8.8 Remedies and Waivers
	 	 	66	 





 


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	Section	 	Page	 
	 
	 	 	 	 
	8.9 Amendments and Waivers
	 	 	66	 
	8.10 Counterparts
	 	 	66	 
	8.11 Governing law
	 	 	66	 
	8.12 Arbitration
	 	 	66	 
	8.13 Court Jurisdiction
	 	 	67	 
	8.14 Third Parties
	 	 	69	 
	8.15 Waiver of Damages
	 	 	69	 
	8.16 Survival
	 	 	70	 
	8.17 Entire Agreement
	 	 	70	 
	 
	 	 	 	 
	Annexes:
	 	 	 	 
	 
	 	 	 	 
	ANNEX A authorizations
	 	 	72	 
	ANNEX B mandatory cost formula
	 	 	73	 
	ANNEX C corporate governance guidelines
	 	 	74	 
	ANNEX D security documents
	 	 	78	 
	 
	 	 	 	 
	Schedules:
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE 1. form of utilization request
	 	 	79	 
	SCHEDULE 2. form of utilization receipt
	 	 	81	 
	SCHEDULE 3. form of assignment and assumption agreement
	 	 	82	 
	SCHEDULE 4. form of compliance certificate
	 	 	86	 
	SCHEDULE 5. form of certificate of incumbency and authority
	 	 	88	 
	SCHEDULE 6. form of auditors’ letter
	 	 	90	 
	SCHEDULE 7. form of process agent letter
	 	 	92	 
	SCHEDULE 8. form of Note
	 	 	94	 
	SCHEDULE 9. excluded activities
	 	 	104	 
	SCHEDULE 10. form of eligible sub-loan report 
	 	 	106	 
	SCHEDULE 11. methodology for calculation of the capital adequacy ratio
	 	 	108	 







 


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THIS TERM FACILITY AGREEMENT (this “Agreement”) is dated as of December 17, 2010 and made between:




	1.	 	BANCO DE GALICIA Y BUENOS AIRES S.A. (the “Borrower”), a sociedad anónima organized and
existing under the laws of the Republic of Argentina; and







	2.	 	NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. (“FMO”), a company
limited by shares organized and existing under the laws of The Netherlands.






RECITALS




	(A)	 	FMO is a development finance institution providing financing solutions for private companies
in developing countries.







	(B)	 	At the Borrower’s request, FMO is willing to make available a senior secured Dollar term loan
facility to the Borrower in an aggregate principal amount of up to twenty million Dollars
(US$20,000,000), subject to the terms and conditions set forth in this Agreement.







	(C)	 	The sole purpose of the Facility is to permit the Borrower to provide long-term financing in
the form of Eligible Sub-loans to Eligible Sub-borrowers, as more particularly specified in
this Agreement.






IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION







	1.1	 	Definitions







In this Agreement:



“Accounting Principles” means either (i) the International Financial Reporting Standards
(IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include
standards and interpretations approved by the IASB and International Accounting Standards
issued under previous constitutions), together with its pronouncements thereon from time to
time, and applied on a consistent basis; or (ii) generally accepted accounting principles
for banking institutions in the Country, as established by the Central Bank, in each or
either case, consistently applied.




“Act No. 24,441” means the Housing and Construction Funding Act No. 24,441 (Title III) of
the Country.




“Adjusted Margin” means four and eighty one hundredths of one percent (4.80%) per annum.




“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company, provided that the
Major Shareholder shall be deemed to be an Affiliate of the Borrower.




“Annual Environmental and Social Performance Report” means the annual environmental and
social performance report in a form agreed between the Borrower and the Lender (as the same
may be modified from time to time with the consent of FMO).


 


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“Anti-Terrorism Laws” has the meaning given to that term in Section 4.1.24 (Anti-Terrorism
Laws).




“Applicable Law” means any common or customary law, constitutional law, any statute,
regulation, resolution, rule, ordinance, communiqué, enactment, judgment, order, code,
decree, directive, requirement or other governmental restriction and any form or decision of
or determination by or interpretation of any of the foregoing (whether or not having the
force of law) by any Authority, now or hereafter in effect, in each case as amended,
re-enacted or replaced from time to time.




“Applicable Margin” means, for any period that FMO has determined that a Margin Adjustment
Period is in effect, the Adjusted Margin, and at all other times, the Base Margin.




“Argentine Peso” or “Peso” means the Argentine peso or, if different, the lawful currency
from time to time of the Country.




“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement
substantially in the form set out in SCHEDULE 3 (Form of Assignment and Assumption
Agreement).




“Auditors” means PricewaterhouseCoopers, being an independent public accountant or such
other independent public accountant appointed by the Borrower subject to Section 6.2.9
(Auditors).




“Authority” means any national, supranational, regional or local government or governmental,
administrative, fiscal, judicial, or government-owned body, department, commission,
authority, tribunal, agency or entity, or central bank (or any person, whether or not
government owned and howsoever constituted or called, that exercises the functions of a
central bank).




“Authorization” means an authorization, consent, approval, resolution, license, exemption,
notice, filing, notarization or registration from, by or with any Authority, whether given
by express action or deemed given by failure to act within any specified time period and all
corporate, creditors’ and shareholders’ approvals, powers or consents.




“Authorized Representative” means, with respect to any person, the natural persons who are
duly authorized to act on behalf of such person and, if applicable, whose names and a
specimen of whose signatures appear on the Certificate of Incumbency and Authority most
recently delivered by such person to FMO.




“Availability Period” means the period from and including the date of this Agreement to and
including July 1, 2012.




“Available Facility” means, at any time before the end of the Availability Period, the
amount of the Facility minus:




	 	(a)	 	the amount of the outstanding Loan;







	 	(b)	 	solely in relation to any proposed Utilization, the amount of any Utilizations
that are due to be made on or before the proposed Utilization Date; and




 


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	 	(c)	 	any amount cancelled pursuant to Section 3.6.3 (Voluntary Cancellation).







“Banking Regulations” means the laws and regulations applicable to banking and financial
institutions in the Country, including any rules, regulations and/or directives issued by
the Central Bank or any other person that has authority to regulate the banking sector in
the Country.




“Base Margin” means four and ninety-five one hundredths of one percent (4.95%) per annum.




“Basic Terms and Conditions of Employment” means the requirements on wage, working hours,
labour contracts and occupational health & safety issues, stemming from ILO conventions 26
and 131 (on remuneration), 1 (on working hours) and 155 (on health & safety).




“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for
general business in New York, New York and in London, England.




“Cancellation Fee” means an amount equal to two percent (2.00%) of the aggregate principal
amount to be cancelled.




“Central Bank” means Banco Central de la República Argentina, any other person from time to
time exercising the functions of a central bank in the Country from time to time and/or any
of their respective successors.




“Certificate of Incumbency and Authority” means a certificate in the form of SCHEDULE 5
(Form of Certificate of Incumbency and Authority).




“Client” means each client of the Borrower.




“Code” means the United States Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated and rulings issued thereunder, whether or not having the
force of law.




“Collection Account” means the segregated, U.S. Dollar-denominated savings account
established or to be established in the name of FMO with the Depositary Bank in Argentina
for purposes of receiving payments under all Eligible Sub-loans constituting part of the
Security in accordance with the Security Agreement.




“Commitment Fee” means the commitment fee payable to FMO pursuant to Section 3.7.1
(Commitment Fee).




“Compliance Certificate” means a certificate substantially in the form set out in SCHEDULE 4
(Form of Compliance Certificate), in form and substance satisfactory to FMO.




“Constitutive Documents” means, in respect of any company, corporation, partnership,
enterprise, governmental agency or other entity, its foundation agreement or any other
founding act, articles of incorporation and bylaws, memorandum and articles of association,
statutes or similar instruments.


 


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“Control” means, in relation to any person:




	 	(a)	 	the power (whether by way of ownership of shares, proxy, contract, agency or
otherwise), directly or indirectly, to:







	 	(i)	 	cast, or control the casting of, more than one-half of the
maximum number of votes that might be cast at a general meeting of such
person;







	 	(ii)	 	appoint or remove all, or the majority, of the directors or
other equivalent officers of such person; or







	 	(iii)	 	give directions with respect to the operating and financial
policies of the Borrower which the directors or other equivalent officers of
such person are obliged to comply with; or







	 	(b)	 	the holding, directly or indirectly, of more than one-half of the issued share
capital of such person (excluding any part of that issued share capital that carries no
right to participate beyond a specified amount in a distribution of either profits or
capital);







provided that “Controlling” and “Controlled” have corresponding meanings.




“Core Labour Standards” means the requirements on child and forced labour, discrimination
and freedom of association and collective bargaining, stemming from the ILO Declaration on
Fundamental Principles and Rights at Work, adopted in 1998 and covering: (i) freedom of
association and the right to collective bargaining, (ii) the elimination of forced and
compulsory labour, (iii) the abolition of child labour and (iv) the elimination of
discrimination in the workplace.




“Country” means the Republic of Argentina.




“Court Day” means a day (other than a Saturday or Sunday) on which commercial law courts are
open for general judicial purposes in the City of Buenos Aires, Argentina (in relation to
any action or judicial proceeding in Argentina).




“Default” means an Event of Default or any event or circumstance which would, with the
expiry of a grace period, the giving of notice, the making of any determination under the
Finance Documents or any combination of any of the foregoing, become an Event of Default.




“Depositary Agreement” means the agreement between FMO, as depositor, and the Depositary
Bank governed by Argentine law and establishing FMO’s ownership and control over the
Collection Account, as such agreement may be amended, supplemented and otherwise modified
from time to time (including pursuant to the Security Agreement), in form and substance
satisfactory to FMO.




“Depositary Bank” means Banco de Galicia y Buenos Aires S.A., or such other bank or
financial institution in the Country acceptable to FMO, at which the Collection Account is
to be maintained for purposes of this Agreement and the other Finance Documents.




“Discharged Rights and Obligations” has the meaning assigned to that term in sub-Section
8.1.4(c) of Section 8.1.4 (Procedure for Transfer).




“Dispute” has the meaning assigned to that term in Section 8.12.1 (Submission to
Arbitration).


 


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“Dollar”, “U.S. Dollar”, “$”, “US$” and “USD” means the lawful currency of the United States
of America.




“Eligible Sub-borrower” means a Sub-borrower which is not engaged in any Excluded Activity
and which qualifies as a borrower under the current version of paragraphs 2.1.1 to 2.1.4 of
Section 2 of the Rules on Credit Policy (‘Política de Crédito’) of the Central Bank.




“Eligible Sub-loan” means a Sub-loan made to an Eligible Sub-borrower, which: (i) is
denominated and payable in Dollars, (ii) is made in the form of a book-entry mortgage backed
debt security (‘letra hipotecaria escritural’), created and delivered fully in accordance
with the terms of Act No. 24,441 and EO No. 780, and (iii) bears interest at rate not less
than that which is from time to time payable by the Borrower in respect of the Loan under
this Agreement .




“Eligible Sub-loan Report” means a report substantially in the form set out in SCHEDULE 10
(Form of Eligible Sub-loan Report), in form and substance satisfactory to FMO.




“Environmental and Social Action Plan”, or “ESAP”, means a comprehensive plan developed by
the Borrower in consultation with the Environmental and Social Consultant dedicated to the
systematic and structured improvement of environmental and social performance of the
Borrower and its Clients, targeted to identify and manage environmental and social risks and
opportunities in the loan and investment appraisal and management processes, integrated in
the Borrower’s organizational structure, planning activities, responsibilities, practices,
procedures, processes and resources, and satisfactory to FMO for:




	 	(a)	 	assuring compliance with Sub-clause 6.2.8 (Excluded Activities);







	 	(b)	 	assessing the environmental, social, labour, occupational health and safety
risks associated with the Borrower and each Client;







	 	(c)	 	verifying that the Borrower and each Client complies with the Environmental and
Social Requirements; and







	 	(d)	 	monitoring, evaluating and reporting on the compliance of the Borrower and all
Clients with the Environmental and Social Requirements.







“Environmental and Social Claim” means any claim, proceeding or investigation by a person in
respect of an Environmental Law or Social Law.




“Environmental and Social Consultant” means an environmental and social consultant appointed
by the Borrower and approved by FMO for purposes of developing and implementing an
Environmental and Social Action Plan, or such successor environmental and social consultant
as may be appointed from time to time by the Borrower with the consent of FMO.




“Environmental and Social Permit” means any permit, license, consent, approval and other
authorization and the filing of any notification report or assessment required under any
Environmental Law or Social Law for the operation of the business of the Borrower or any
Client.




“Environmental and Social Requirements” means all applicable Environmental Laws, Social Laws
and Environmental and Social Permits.


 


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“Environmental Law” means any law, rule or regulation (including international treaty
obligations) applicable in any jurisdiction concerning environmental matters and natural
resource management.




“EO 780” means the Executive Order No. 780/95 of the Country.




“ERISA” means the Employee Retirement Security Act of 1974, as amended from time to time and
the regulations promulgated and rulings issued thereunder.




“ERISA Plan” has the meaning assigned to that term in Section 4.1.20 (No ERISA Plans).




“Event of Default” means any event or circumstance specified as such in Section 7 (Events of
Default).




“Excluded Activity” means any activity identified in Schedule 9 (Excluded Activities).




“Facility” means the term facility made available under this Agreement as described in
Section 3.1 (The Facility).




“Finance Document” means each of this Agreement, each Note, each Security Document and any
other document designated as such by FMO and the Borrower.




“Financial Indebtedness” means any indebtedness for or in respect of:




	 	(a)	 	moneys borrowed;







	 	(b)	 	any amount raised by acceptance under any acceptance credit facility or
dematerialised equivalent;







	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;







	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with the Accounting Principles, be treated as a finance or
capital lease;







	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis);







	 	(f)	 	any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any rate or price (and, when calculating the value of
any derivative transaction, only the marked to market value shall be taken into
account);







	 	(g)	 	any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a bank or
financial institution;







	 	(h)	 	any amount raised by the issue of redeemable shares;







	 	(i)	 	any amount of any liability under an advance or deferred purchase agreement if
one of the primary reasons behind the entry into this agreement is to raise finance;




 


6









 







	 	(j)	 	any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing; and







	 	(k)	 	(without double counting) the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.







“Financial Statements” means, in relation to the Borrower, the audited consolidated
financial statements of the Borrower for the financial year ended December 31, 2009,
prepared in accordance with the Accounting Principles.




“First Currency” has the meaning assigned to that term in Section 3.11.1 (Currency
Indemnity).




“Fixed Rate Swap Equivalent” means for each Installment, the Interbank Market Fixed Rate in
respect of a specified maturity matching the Tenor of that Installment and if there is no
maturity matching the Tenor of that Installment, the various rates shall be interpolated in
accordance with Section 3.3.2(c).




“Fixed Rate Utilization” has the meaning assigned to that term in Section 3.3.8(a).




“FMO Break Costs” means the amount (if any) by which:




	 	(a)	 	the interest which FMO should have received for the period from the date of
receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day
of the current Interest Period in respect of that Loan or Unpaid Sum, had the Loan or
Unpaid Sum received been paid on the last day of that Interest Period;

	 
	 	 	 	exceeds:







	 	(b)	 	the amount which FMO would be able to obtain by placing an amount equal to the
Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant
Interbank Market for a period starting on the Business Day following receipt or
recovery and ending on the last day of the current Interest Period.







“Foreign Exchange Restriction Event” means: (a) any present or future Applicable Law, rule,
directive, order or regulation or change therein, or any interpretation thereof, or any
other act or series of acts or an omission or series of omissions by any Authority having
the effect of impeding, restricting, preventing or prohibiting the exchange of Pesos or the
transfer of Pesos or Dollars outside the Country, (b) the refusal by entities authorized
under the laws of the Country to operate in the foreign exchange markets to exchange Pesos
for Dollars or to transfer them abroad, (c) the requirement of approval by any Authority for
any transfer of Dollars outside the Country or for any other payment to be made under this
Agreement by the Borrower, (d) the unavailability of Dollars in any exchange market of the
Country for transfer outside the Country, or (e) any moratorium imposed by any Authority on
any payment or remittance outside the Country.




“Front-end Fee” means the front-end fee payable to FMO pursuant to Section 3.7.2 (Front-end
Fee).




“Group” means the Borrower and each of its Subsidiaries (if any) and other Affiliates from
time to time.


 


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“Holding Company” means, in relation to the Borrower, any other company or corporation in
respect of which it is a Subsidiary.




“ILO” means the International Labour Organisation, the tripartite United Nations agency
which brings together governments, employers and workers of its member states in common
action to promote decent work throughout the world.




“Increased Costs” means:




	 	(a)	 	a reduction in the rate of return from the Facility or on FMO’s overall
capital;







	 	(b)	 	an additional or increased cost; or







	 	(c)	 	a reduction of any amount due and payable under any Finance Document,







which is incurred or suffered by FMO to the extent that it is attributable to FMO having
entered into a commitment or funding or performing its obligations under any Finance
Document.




“Installment” means the pro-rata amount of each Utilization that falls due on each of the
Repayment Dates set out in Section 3.5.1 (Repayment of Loan).




“Installment Weight” means in relation to each Installment, its weight in relation to the
Utilization of which it forms part, calculated using the product of its amount and Tenor
divided by the sum of the products of all the amounts of all Installments in that
Utilization and their respective Tenors as set out in the following formula:




Installment Weight = (A1 x T1) ÷ [the sum of (A1 x T1) + (A2 x T2) + (A“n” x T“n”)]




where




	 	(i)	 	A1 is the amount of the Installment of which the weight is
being calculated;







	 	(ii)	 	T1 is the Tenor of the Installment of which the weight is being
calculated;







	 	(iii)	 	From A1 to and including A“n” is the amount of each of the
Installments in the relevant Utilization; and







	 	(iv)	 	From T1 to and including T“n” is the Tenor of each of the
Installments in the relevant Utilization.







“Interbank Market Fixed Rate” means the rate determined by the International Swap and
Derivatives Association Inc. (ISDA) for receiving interest at LIBOR as published by
Bloomberg Financial Markets Service on the page ISDAFIX 1 or any successor page thereto.




“Interest Payment Date” means each January 15 and July 15 of each year.




“Interest Period” means, in relation to any Utilization, each period determined in
accordance with Section 3.3.4 (Duration of Interest Periods) and, in relation to an Unpaid
Sum, each period determined in accordance with Section 3.4 (Default Interest).




“Joint Venture” means any joint venture entity, whether a company, unincorporated firm,
undertaking, association, joint venture or partnership or any other entity.


 


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“Lender” means (a) FMO and (b) any bank, financial institution, trust, fund or other entity
which has become a Party in accordance with Section 8.1.1 (Assignments by Lender), and the
term “FMO”, when used in this Agreement, shall be deemed to include any Lender.




“LIBOR” means, in relation to any Utilization:




	 	(a)	 	the applicable Screen Rate; or







	 	(b)	 	(if no Screen Rate is available for the Interest Period of the relevant
Utilization) the arithmetic mean of the rates (rounded upwards to the nearest three
decimal points) as supplied to FMO at its request quoted by the Reference Banks, to
leading banks in the London interbank market,







as at 11:00 am, London, England time, on the Quotation Day for the offering of deposits in
Dollars for a period comparable to the Interest Period for that Utilization, provided that
solely for purposes of any determination of LIBOR to be made pursuant to Section 3.3.8
(Fixed Interest Rate Option), the term “LIBOR” shall mean the British Bankers’ Association
London interbank offered rate for deposits in Dollars displayed on the appropriate page of
the Reuters screen.




“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any
other type of agreement or arrangement having a similar effect, including, without
limitation, the lien or retained security title of a conditional vendor and any easement,
right of way or other encumbrance on title to real property.




“Loan” means the loan made or to be made under the Facility or the principal amount
outstanding under the Facility from time to time.




“Loan Consolidation Date” means the earliest of (i) the first Interest Payment Date after
the Facility has been fully disbursed (ii) the first Interest Payment Date after the last
day of the Availability Period and (iii) the date on which the non-utilized balance of the
Available Facility has been cancelled pursuant to Section 3.6.1 (Illegality), Section 3.6.2
(Change of Control), Section 3.6.3 (Voluntary Cancellation) or Section 7.2 (Acceleration).




“Loan Fixed Interest Rate” means, beginning on the Loan Consolidation Date, the rate at
which interest is payable on the total amount of the Fixed Rate Utilizations, as determined
in accordance with Section 3.3.8(d).




“Local Currency” means the Argentine Peso and/or any other lawful currency of the Country.




“Major Shareholder” means Grupo Financiero Galicia S.A., a sociedad anónima organized and
existing under the laws of the Republic of Argentina.




“Mandatory Cost” means in relation to FMO in respect of any Interest Period for a
Utilization, the cost to FMO of compliance with the requirements of the European Central
Bank, determined in accordance with ANNEX B (Mandatory Cost Formula) (any such cost, for the
purposes of this Agreement, to be represented by the percentage rate notified by FMO prior
to the last day of the relevant Interest Period).


 


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“Margin Adjustment Period” means any period commencing on the first day of the first
Interest Period to commence after FMO has determined in its discretion that the conditions
set forth in Section 3.3.1(b) and (c) for application of the Adjusted Margin have been
satisfied, and ending on the first day of any Interest Period in which FMO has determined in
its discretion that the conditions set forth in Section 3.3.1(b) and (c) for application of
the Adjusted Margin are not satisfied.




“Margin Stock” has the meaning given to that term in Regulations T, U and X issued by the
Board of Governors of the United States Federal Reserve System.




“Market Disruption Event” means:




	 	(a)	 	at or about 11:00 am, two (2) Business Days before the relevant Interest Period
the Screen Rate is not available and none or only one of the Reference Banks supplies a
rate to FMO to determine LIBOR for Dollars and the relevant Interest Period; or







	 	(b)	 	before close of business in London, England on the Quotation Day for the
relevant Interest Period, FMO determines that the cost to it of obtaining matching
deposits in the Relevant Interbank Market would be in excess of LIBOR.







“Material Adverse Effect” means a material adverse effect on:




	 	(a)	 	the business, operations, property, condition (financial, environmental, social
or otherwise) or prospects of the Borrower or the reputation of FMO;







	 	(b)	 	the ability of the Borrower to perform its obligations under the Finance
Documents; or







	 	(c)	 	the validity or enforceability of the Finance Documents or the rights, benefits
or remedies or priorities of the Lender arising out of, under, in connection with, or
relating to any Finance Document or otherwise; or







	 	(d)	 	the validity, enforceability, perfection, priority or value of the Security; or







	 	(e)	 	the international or local financial markets that, in the sole opinion of the
Lender, materially affects the Lender’s ability to fund the Loan during the
Availability Period or the Borrower’s ability to perform its obligations under any
Finance Document at any time.







“Monitoring Fee” means the monitoring fee payable to FMO pursuant to Section 3.7.3
(Monitoring Fee).




“Month” means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:




	 	(a)	 	if the numerically corresponding day is not a Business Day, that period shall
end on the next Business Day in that calendar month in which that period is to end if
there is one, or if there is not, on the immediately preceding Business Day; and







	 	(b)	 	if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar
month;







provided that the above rules will only apply to the last Month of any period.


 


10









 





“New Lender” has the meaning assigned to that term in Section 8.1.1 (Assignments by Lender).



“New York” means the State of New York, United States of America.



“Note” means each acknowledgement of debt (‘reconocimiento de deuda’) or promissory note
(‘pagaré’), as the case may be, issued or to be issued in accordance with Section 3.13
(Evidence of Debt), in the form of Schedule 8 (Form of Note) (together with any changes as
may be agreed by the parties thereto prior to the execution thereof), and each
acknowledgement of debt or promissory note delivered in substitution or exchange therefor,
in each case in form and substance satisfactory to FMO.



“Official” means any officer of a political party or candidate for political office in the
Country or any officer or employee of the government of the Country (including any
legislative, judicial, executive or administrative department, agency or instrumentality
thereof) or of a bilateral or multilateral agency, export credit agency or any other
international organization.



“Participating Member State” means any member state of the European Communities that adopts
or has adopted the Euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.



“Party” means a party to this Agreement.



“Permitted Liens” means:




	(a)	 	the Security;







	(b)	 	Liens for Taxes, assessments and governmental charges or levies to the extent
not required to be paid under Section 6.1.5 (Taxation);







	(c)	 	Liens imposed by operation of law, such as materialmen’s, mechanics’,
carriers’, workmen’s and repairmen’s Liens and other similar Liens or any Lien arising
in the ordinary course of business securing obligations that are not overdue for a
period of more than thirty (30) days;







	(d)	 	Liens in favor of the Central Bank securing short-term liquidity loans made to
the Borrower by the Central Bank;







	(e)	 	Liens to secure obligations under workers’ compensation laws or similar
legislation or to secure public or statutory obligations; and







	(f)	 	easements, rights of way and other encumbrances on title to real property that
do not render title to the property encumbered thereby unmarketable or materially
adversely affect the use of such property for its present purposes;







but in each case only to the extent that such Liens do not, and are not reasonably likely
to, have a Material Adverse Effect.




“Prepayment Fee” means an amount equal to two percent (2.00%) of the aggregate principal
amount to be prepaid.


 


11









 






“Prohibited Payment” means any offer, gift, payment, promise to pay or authorization of the
payment of any money or anything of value, directly or indirectly, to or for the use or
benefit of any Official (including to or for the use or benefit of any other person if the
Borrower knows, or has reasonable grounds for believing, that the other person would use
such offer, gift, payment, promise or authorization of payment for the benefit of any such
Official), for the purpose of influencing any act or decision or omission of any Official in
order to obtain, retain or direct business to, or to secure any improper benefit or
advantage for, the Borrower or any other person, provided that any such offer, gift,
payment, promise or authorization of payment shall not be considered a Prohibited Payment
if, in FMO’s opinion, it (i) is lawful under applicable written laws and regulations or (ii)
is made for the purpose of expediting or securing the performance of a routine governmental
action (as such term is construed under Applicable Law).




“Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two (2) Business Days before the first day of that period unless market practice
differs in the Relevant Interbank Market, in which case the Quotation Day will be determined
by FMO in accordance with market practice in the Relevant Interbank Market (and if
quotations would normally be given by leading banks in the Relevant Interbank Market on more
than one day, the Quotation Day will be the last of those days), provided that in relation
to any determination of a Utilization Fixed Interest Rate pursuant to Section 3.3.8(c), the
term “Quotation Day” means two (2) Business Days before the proposed Utilization Date on
which the applicable Utilization Fixed Interest Rate is determined pursuant to Section
3.3.8(c).




“Redeployment Cost” has the meaning given to that term in Section 3.3.8(h).




“Reference Banks” means three leading commercial banks active in the Relevant Interbank
Market selected by FMO.




“Relevant Interbank Market” means the London interbank market.




“Repayment Date” means each of the dates specified in Section 3.5.1 (Repayment of Loan) as
Repayment Dates.




“Repayment Installment” means each installment for repayment of the Loan referred to in
Section 3.5.1 (Repayment of Loan).




“Repeating Representations” means all the representations set out in Section 4.1
(Representations and Warranties).




“Rules” has the meaning assigned to that term in Section 8.12.1 (Submission to Arbitration).




“Screen Rate” means in relation to LIBOR, the British Bankers Association Interest
Settlement Rate for Dollars for the relevant period, displayed on the appropriate page of
the Reuters screen. If the agreed page is replaced or service ceases to be available, FMO
may specify another page or service displaying the appropriate rate after consultation with
the Borrower.




“Second Currency” has the meaning assigned to that term in sub-Section 3.11.1 of Section
3.11 (Currency Indemnity).


 


12









 






“Security” means the security created by or pursuant to the Security Documents to secure all
outstanding amounts owing by the Borrower to the Lender(s) under the Finance Documents and
such other obligations as may be contemplated by the terms of such Security Documents.




“Security Agreement” means the pledge agreement between the Borrower and FMO governed by
Argentine law, granting in favor of FMO a first priority perfected pledge over all of the
Borrower’s right, title and interest in, to and under Eligible Sub-loans made or to be made
from time to time utilizing the proceeds of the Loan and any notes, instruments, guarantees,
collateral or other ancillary rights relating thereto, as the same may be amended,
supplemented or otherwise modified from time to time, in form and substance satisfactory to
FMO.




“Security Document” means each of the Security Agreement, the Depositary Agreement and each
other document listed in Annex D (Security Documents), all on terms and conditions, and in
form and substance, satisfactory to FMO.




“Social Law” means any law, rule or regulation (including international treaty obligations)
applicable in any jurisdiction concerning (i) labour, (ii) social security, (iii) the
regulation of industrial relations (between government, employers and employees), (iv) the
protection of occupational as well as public health and safety, (v) the regulation of public
participation, (vi) the protection and regulation of ownership of land rights (both formal
and traditional), immovable goods and intellectual and cultural property rights, (vii) the
protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection,
restoration and promotion of cultural heritage and (ix) all other laws, rules and
regulations providing for the protection of employees and citizens.




“Sub-borrower” means a client of the Borrower under any Sub-loan.




“Sub-loan” means each loan, credit facility or other extension of credit made or made
available by the Borrower, as lender, to its clients, as borrowers.




“Subsidiary” means in relation to any company or corporation, any person:




	 	(a)	 	which is Controlled, directly or indirectly, by the first mentioned company or
corporation;







	 	(b)	 	more than half the issued share capital of which is beneficially owned,
directly or indirectly by the first mentioned company or corporation; or







	 	(c)	 	which is a Subsidiary of another Subsidiary of the first mentioned company or
corporation.







“Sum” has the meaning assigned to that term in sub-Section 3.11.1 of Section 3.11 (Currency
Indemnity).




“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).




“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.


 


13









 






“Tax Payment” means either the increase in a payment made by the Borrower to FMO under
Section 3.9.1 (Tax Gross-up) or a payment under Section 3.9.2 (Tax Indemnity).




“Tenor” means in relation to each Installment, the period beginning on the Utilization Date
of the relevant Utilization of which the Installment forms part and ending on the Repayment
Date of that Installment.




“Termination Date” means January 15, 2017.




“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance
Documents.




“Utilization” means the disbursement of a portion of the Loan as requested in a Utilization
Request or, as the context requires, the principal amount thereof outstanding from time to
time.




“Utilization Date” means the date of any Utilization, being the date on which the relevant
Utilization is to be made.




“Utilization Fixed Interest Rate” means, with respect to any Utilization of a Fixed Rate
Utilization, the rate at which interest is payable on that Utilization during the period
prior to the Loan Consolidation Date, as determined in accordance with Section 3.3.8(c)
(Calculation of Interest).




“Utilization Receipt” means a notice substantially in the form set out in SCHEDULE 2 (Form
of Utilization Receipt).




“Utilization Request” means a notice substantially in the form set out in SCHEDULE 1 (Form
of Utilization Request).




“VAT” means value added tax or tax of a similar nature in any relevant jurisdiction.




“Weighted Average Swap Rate” means in relation to each Utilization the weighted average of
the Fixed Rate Swap Equivalents being the sum of all Installment Weights in that Utilization
multiplied by their respective Fixed Rate Swap Equivalents.




	1.2	 	Financial Definitions







“Adjusted Interest Rate Gap” means for any time period listed in the first column of the
following chart (each, a “Time Period”), the result obtained by multiplying:




	 	(a)	 	the Interest Rate Gap for such Time Period;

	 
	 	 	 	by




 


14









 






	 	(b)	 	the weighting factor listed opposite such Time Period in the following chart (the
“Weighting Factor”).







	 	 	 	 	 
	Time Period	 	Weighting Factor	 
	from 0 to and including 180 days
	 	 	1.0	%
	greater than 180 days, to and including 365 days
	 	 	3.5	%
	greater than 365 days, to and including 3 years
	 	 	8.0	%
	greater than 3 years, to and including 5 years
	 	 	13.0	%
	greater than 5 years, to and including 10 years
	 	 	18.0	%
	greater than 10 years
	 	 	20.0	%







“Basel Capital Accord” means the Report on International Convergence of Capital Measurement
and Capital Standards dated July 1988 of the Basel Committee on Banking Regulations and
Supervisory Practices, as amended or supplemented from time to time, together with the
pronouncements of the Basel Committee on Banking Supervision thereon from time to time.




“Capital Adequacy Ratio” means the result (expressed as a percentage) obtained by dividing:




	 	(a)	 	Total Capital; by







	 	(b)	 	the aggregate of on-balance sheet and off-balance sheet assets of the Borrower
weighted for credit risk, in accordance with the provisions of the Basel Capital Accord
and in accordance with SCHEDULE 11.







“Cash Collateral” means cash on account deposited by third parties as collateral for loans
or other credit facilities provided by the Borrower.




“Cost to Income Ratio” means the result obtained by dividing:




	 	(a)	 	Operational Cost; by







	 	(b)	 	Operational Income.







“Economic Group” means, with respect to any person, all persons that are Affiliates or
Related Parties or Linked Parties of such person.




“Economic Group Exposure Ratio” means the result (expressed as a percentage) obtained by
dividing:




	 	(a)	 	the Exposure of the Borrower to any person or Economic Group; by







	 	(b)	 	Total Capital.







“Exposure” means with respect to any person or Economic Group, the aggregate of all
on-balance sheet assets (including equity) and off-balance sheet commitments and
contingencies of the Borrower to such person or Economic Group, less any related Cash
Collateral.




“Foreign Exchange Assets” means the aggregate amount of all assets of the Borrower
denominated in a currency other than Local Currency.




“Foreign Exchange Liabilities” means the aggregate amount of all liabilities of the Borrower
denominated in a currency other than Local Currency.


 


15









 






“Interest Rate Gap” means, for any Time Period (as set forth in the definition of Adjusted
Interest Rate Gap), the difference between: (i) on- and off-balance sheet assets repricing
or maturing in such Time Period, and (ii) on- and off-balance sheet liabilities maturing or
repricing in such Time Period.




“Interest Rate Risk Ratio” means, for each Time Period, the result (expressed as a
percentage) obtained by dividing:




	 	(a)	 	the Adjusted Interest Rate Gap for such Time Period; by







	 	(b)	 	Total Capital.







“Linked Party” means with respect to any person (“Person A”), each of the following:




	 	(a)	 	each other person who has received a loan or other extension of credit from the
Borrower and has provided proceeds of any loan or extension of credit or assets
purchased with the proceeds of any loan or extension of credit to Person A in a
transaction that is not an arm’s length arrangement; or







	 	(b)	 	each other person who has received a loan or other extension of credit from the
Borrower and has a financial interest in a common enterprise with Person A, where a
common enterprise is deemed to exist when the expected source of repayment is the same
for their respective loans or extensions of credit and neither Person A nor the other
person has another source of income from which the loan and such person’s other
financial obligations may be fully repaid; and it is understood that an employer will
be treated as the source of repayment for credit to an employee of such employer under
this clause (b) so that any employee shall be considered a Linked Party of its employer
if such employer has received a loan or other extension of credit from the Borrower.







“Loan Loss Reserve” or “LLR” means the total reserve established by the Borrower to cover
potential losses in the Borrower’s outstanding loans or other credit facilities.




“Non-performing Loans” or “NPL” means the aggregate of all loans and other credit facilities
provided by the Borrower (including any such loans or credit facilities which have been
classified as restructured or refinanced) where one or more repayment instalments are
overdue by ninety (90) days or more.




“Open Loan Exposure Ratio” means the result (expressed as a percentage) obtained by
dividing:




	 	(a)	 	(i) the total principal balance of Non-performing Loans; less (ii) the total
principal balance Loan Loss Reserve; less (iii) Cash Collateral; by







	 	(b)	 	Total Capital.







“Operational Costs” means the Borrower’s:




	 	(a)	 	personnel costs;







	 	(b)	 	administrative costs;




 


16









 






	 	(c)	 	overhead costs; and







	 	(d)	 	depreciation, excluding







	 	(e)	 	provisions.







“Operational Income” means the Borrower’s:




	 	(a)	 	interest income; less







	 	(b)	 	the Borrower’s interest costs; plus







	 	(c)	 	its other operational income.







“Related Party” means, with respect to any person, each of the following:




	 	(a)	 	each member of that person’s board of directors, supervisory board or
equivalent body;







	 	(b)	 	each member of such person’s senior management;







	 	(c)	 	each person holding, directly or indirectly, more than five percent (5%) of the
voting or non-voting share capital of such person;







	 	(d)	 	each of the parents, children and siblings of any person referred to in any of
paragraphs (a) through (c) above;







	 	(e)	 	each of the spouses of any person referred to in any of paragraphs (a) through
(d) above; and







	 	(f)	 	each of the Affiliates and Linked Parties of any person referred to in any of
paragraphs (a) through (e) above.







“Total Assets” means the total assets of the Borrower, determined in accordance with
Accounting Principles.




“Total Capital” means the Borrower’s “Responsabilidad Patrimonial Computable” as defined by
the regulations of the Central Bank as in effect on the date of this Agreement.




“Un-hedged Open Foreign Currency Position” means, in respect of a certain currency, the
aggregate amount by which the Foreign Exchange Liabilities exceed the Foreign Exchange
Assets (including VAT in each case) in the relevant currency (whether that position is long
or short) to the extent it is not hedged through a foreign exchange cover, hedging facility
or any similar arrangement.


 


17









 






	1.3	 	Financial Calculations







	 	1.3.1	 	All financial calculations to be made under, or for the purposes of, this
Agreement and any other Finance Document or in any certificate or other document made
or delivered pursuant hereto or thereto shall be made in accordance with the Accounting
Principles.







	 	1.3.2	 	Except as otherwise expressly required, all financial calculations shall be
made from the then most recently issued quarterly financial statements which the
Borrower is obligated to furnish to FMO pursuant to the applicable provisions of this
Agreement; provided that, where quarterly financial statements are used for the purpose
of making financial calculations and those statements are with respect to the last
quarter, then, at FMO’s option, such calculations may instead be made from the audited
financial statements for the relevant financial year.







	 	1.3.3	 	If a Material Adverse Effect in the financial condition of the Borrower has
occurred after the end of the period covered by the financial statements used to make
the relevant financial calculations, such Material Adverse Effect shall also be taken
into account in calculating the relevant figures.







	 	1.3.4	 	If a financial calculation is to be made under or for the purposes of this
Agreement or any other Finance Document on a consolidated basis, that calculation shall
be made by reference to the sum of all amounts of similar nature reported in the
relevant financial statements of each of the entities whose accounts are to be
consolidated with the accounts of the Borrower plus or minus the consolidation
adjustments customarily applied to avoid double counting of transactions among any of
those entities, including the Borrower.







	1.4	 	Construction







	 	1.4.1	 	Unless a contrary indication appears any reference in this Agreement to:







	 	(a)	 	“FMO”, or any “Party” shall be construed so as to include its
successors in title, permitted assigns and permitted transferees;

	 
	 	(b)	 	“assets” includes present and future properties and rights of
every description;

	 
	 	(c)	 	a “Finance Document” or any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as amended,
amended and restated, novated, supplemented or otherwise modified from time to
time;

	 
	 	(d)	 	“includes” or “including” shall not be limiting and shall be
construed as if followed by the words “without limitation”;

	 
	 	(e)	 	“indebtedness” includes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;

	 
	 	(f)	 	a “person” includes any person, firm, company, corporation,
government, state or agency of a state or any association, trust or partnership
(whether or not having separate legal personality) of two or more of the
foregoing;




 


18









 






	 	(g)	 	phrases such as “satisfactory to FMO”, “approved by FMO”,
“acceptable to FMO”, “in FMO’s discretion”, “determined by FMO”, “in the
opinion of FMO” and phrases of similar import authorize and permit FMO, or any
agent acting on behalf of FMO, as the case may be, to approve, disapprove,
determine, act or decline to act in its sole discretion;

	 
	 	(h)	 	a “regulation” includes any regulation, rule, official
directive, request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organization;

	 
	 	(i)	 	“acting in concert” means, a group of persons who, pursuant to
an agreement or understanding (whether formal or informal), actively
co-operate, through the acquisition by any of them, either directly or
indirectly, of shares in the Borrower, to obtain or consolidate Control of the
Borrower;

	 
	 	(j)	 	a provision of law is a reference to that provision as amended
or re-enacted; and

	 
	 	(k)	 	unless otherwise indicated, a time of day is a reference to
London time.







	 	1.4.2	 	Section, Annex and Schedule headings are for ease of reference only.

	 
	 	1.4.3	 	Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance Document has
the same meaning in that Finance Document or notice as in this Agreement.

	 
	 	1.4.4	 	A Default (other than an Event of Default) is “continuing” if it has not been
remedied or waived.







	2.	 	PURPOSE

	 
	 	 	The Loan to be made pursuant to this Agreement by FMO to the Borrower under the Facility
shall be exclusively applied by the Borrower to provide long-term financing in the form of
Eligible Sub-loans to Eligible Sub-borrowers in accordance with this Agreement.

	 
	3.	 	THE FACILITY

	 
	3.1	 	The Facility

	 
	 	 	Subject to the terms of this Agreement, FMO hereby makes available to the Borrower a Dollar
term loan facility in an aggregate principal amount of up to twenty million Dollars
(US$20,000,000).

	 
	3.2	 	Procedure for Utilization







	 	3.2.1	 	The Borrower may utilize the Facility by delivery to FMO of a duly completed
Utilization Request not later than ten (10) Business Days before the proposed
Utilization Date.







	 	3.2.2	 	Each Utilization Request is irrevocable and will not be regarded as having
been duly completed unless:







	 	(a)	 	the proposed Utilization Date is a Business Day within the
Availability Period; and




 


19









 












	 	(b)	 	the terms, currency and amount of the Utilization comply with
sub-Section 3.2.4 through sub-Section 3.2.6 (inclusive) of this Section 3.2.







	 	3.2.3	 	Only one Utilization may be requested in each Utilization Request.







	 	3.2.4	 	The currency specified in a Utilization Request must be Dollars.







	 	3.2.5	 	The amount of the proposed Utilization must be an amount: (a) which is not
more than the Available Facility, and (b) which is a minimum of two million Dollars
(US$2,000,000) or if less, the Available Facility.







	 	3.2.6	 	The Utilization Request shall irrevocably specify whether the requested
Utilization shall bear interest at a variable interest rate determined in accordance
with Section 3.3.1 or at a fixed interest rate determined in accordance with Section
3.3.8, provided that if no interest rate basis is specified for the requested
Utilization, the Borrower shall be deemed to have requested a Utilization bearing
interest at a variable interest rate determined in accordance with Section 3.3.1.







	 	3.2.7	 	The Borrower may not deliver more than three (3) Utilization Requests for a
Utilization of the Loan under this Agreement. Not more than three (3) Utilizations may
be made under this Agreement.







	 	3.2.8	 	Promptly (and in any event within two (2) Business Days) following receipt of
the proceeds of a Utilization, the Borrower shall deliver a duly executed Utilization
Receipt confirming to FMO its receipt of the proceeds of the relevant Utilization and
the amount of the relevant Utilization.







	3.3	 	Interest







	 	3.3.1	 	Calculation of Interest







	 	(a)	 	Subject to Section 3.3.1(d) and to Section 3.3.8 (Fixed
Interest Rate Option), the rate of interest on each Utilization (other than a
Fixed Rate Utilization) for each Interest Period is the percentage rate per
annum which is the aggregate of the then current:







	 	(i)	 	Applicable Margin;

	 
	 	 	 	and

	 
	 	(ii)	 	LIBOR.







	 	(b)	 	If, at any time prior to the second anniversary of the date of
this Agreement, the Borrower believes in good faith that it has developed,
adopted and implemented an Environmental and Social Management Plan meeting the
requirements established by the Environmental and Social Consultant, the
Borrower may (if no Event of Default has occurred and is continuing) by written
notice to FMO, request that FMO confirm that it is satisfied in its discretion
with the Borrower’s development, adoption and implementation of the
Environmental and Social Action Plan. Following receipt of such a notice from
the Borrower, FMO may (at the expense of the Borrower) dispatch an
environmental and social specialist
acceptable to, and selected by, FMO to perform a site visit to investigate and,
if possible, confirm whether the Borrower has implemented a satisfactory
Environmental and Social Management Plan, and is otherwise in compliance with
its environmental and social obligations under the Finance Documents.




 


20









 






	 	(c)	 	If, following the results of its investigation (but prior to
the second anniversary of the date of this Agreement), FMO is satisfied, in its
sole discretion, (i) with the Borrower’s development, adoption and
implementation of (and the Borrower’s compliance with) the Environmental and
Social Action Plan, and (ii) that no Defaults or Events of Default have
occurred and are continuing, then FMO shall notify the Borrower that it is so
satisfied and that a Margin Adjustment Period shall be in effect beginning on
the first day of the first Interest Period to commence at least two (2)
Business Days following such notice, provided that FMO may terminate the Margin
Adjustment Period immediately if, at any time FMO determines, in its sole
discretion, that the Borrower is no longer in satisfactory compliance with its
Environmental and Social Action Plan, or if at any time a Default or an Event
of Default has occurred (including, without limitation, a misrepresentation
relating to environmental or social matters, or a failure to comply with any
environmental or social undertaking). Any such termination of the Margin
Adjustment Period shall be effective as of the first day of the Interest Period
in which such termination occurs.

	 
	 	(d)	 	During any Margin Adjustment Period, the Applicable Margin to
be used in the determination of a rate of interest made for purposes of this
Agreement or any other Finance Document (whether determined under Section
3.3.1(a), 3.3.5, 3.3.6, 3.3.8, 3.4 or otherwise) shall be the Adjusted Margin,
and the Applicable Margin to be used in the determination of a rate of interest
made for purposes of this Agreement or any other Finance Document (whether
determined under Section 3.3.1(a), 3.3.5, 3.3.6, 3.3.8, 3.4 or otherwise) at
all other times shall be the Base Margin.

	 
	 	(e)	 	For the avoidance of doubt, at any time that a Default or an
Event of Default has occurred and is continuing, the Applicable Margin shall be
the Base Margin. Nothing in this Section 3.3.1 shall preclude FMO from
exercising its rights under Section 3.4 (Default Interest) (for the avoidance
of doubt over and above any rate of interest determined on the basis of the
Base Margin) in circumstances where Section 3.4 (Default Interest) is
applicable.

	 
	 	(f)	 	No reduction in the Applicable Margin shall take effect if has
not come into effect pursuant to Sections 3.3.1(b) and (c) prior to the second
anniversary of the date of this Agreement. If any reduction in the Applicable
Margin granted pursuant to Sections 3.3.1(b) and (c) is subsequently terminated
or reversed pursuant to the proviso to Section 3.3.1(c), there shall be no
further reductions in the Applicable Margin available pursuant to this Section
3.3.1 during the term of this Agreement.




 


21









 












	 	3.3.2	 	Calculation, rounding and notification of Rates of Interest







	 	(a)	 	FMO shall promptly notify the Borrower in writing of the
determination of a rate of interest, Redeployment Cost or any other rate, cost
or calculation to be made by FMO under this Agreement. Any calculation or
determination by FMO shall be final, conclusive and shall bind the Borrower
(unless the Borrower shows to FMO’s satisfaction that the determination
involves manifest error).

	 
	 	(b)	 	Any average rate to be determined by FMO under this Agreement
shall, unless otherwise specified, be rounded up to the nearest two decimal
places.

	 
	 	(c)	 	In determining the Fixed Rate Swap Equivalent of each
Installment, the Interbank Market Fixed Rates as published by Bloomberg
Financial Markets Service for standard maturities shall be interpolated on a
straight-line basis so as to match the actual Tenor of each Installment.







	 	3.3.3	 	Payment of Interest

	 
	 	 	 	Subject to the provisions of Section 3.4 (Default Interest), the Borrower to whom a
Utilization has been made shall pay accrued interest on that Utilization on each
Interest Payment Date.







	 	3.3.4	 	Duration of Interest Periods







	 	(a)	 	The first Interest Period for a Utilization shall begin at the
Utilization Date for such Utilization and end on the date falling immediately
prior to the next occurring Interest Payment Date. Thereafter each subsequent
Interest Period shall commence on each Interest Payment Date and end on the
date falling immediately prior to the next occurring Interest Payment Date.







	 	(b)	 	An Interest Period for a Utilization shall not extend beyond
the Termination Date.







	 	3.3.5	 	Absence of Quotations

	 
	 	 	 	Subject to Section 3.3.6 (Market Disruption), if LIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a quotation
by 11:00 am on the Quotation Day, the applicable LIBOR shall be determined by FMO
at its sole discretion on the basis of the quotations of the remaining Reference
Banks.

	 
	 	3.3.6	 	Market Disruption

	 
	 	 	 	If a Market Disruption Event occurs in relation to a Utilization for any Interest
Period, then the rate of interest on that Utilization for that Interest Period
shall be the rate per annum which is the sum of:







	 	(a)	 	the then current Applicable Margin;







	 	(b)	 	the rate notified to the Borrower by FMO as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be
that which expresses as a percentage rate per annum the cost to FMO of
funding that Utilization from whatever source it may reasonably select; and

	 
	 	(c)	 	the Mandatory Cost, if any.




 


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	 	3.3.7	 	FMO Break Costs

	 
	 	 	 	The Borrower shall, within three (3) Business Days of demand by FMO, pay to FMO the
FMO Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid
by the Borrower on a day other than an Interest Payment Date.

	 
	 	3.3.8	 	Fixed Interest Rate Option







	 	(a)	 	The Borrower may, prior to any Utilization, irrevocably elect
to borrow such Utilization as a loan bearing interest at a fixed interest rate
(a “Fixed Rate Utilization”) by so indicating on the applicable Utilization
Request. Each Fixed Rate Utilization shall bear interest at the rate
determined in accordance with this Section 3.3.8.







	 	(b)	 	The rate of interest on each Fixed Rate Utilization is the
percentage rate per annum which is the aggregate of the then current:







	 	(i)	 	Applicable Margin;

	 
	 	 	 	and

	 
	 	(ii)	 	(A) prior to the Loan Consolidation Date, for
each Fixed Rate Utilization, the Utilization Fixed Interest Rate for
such Fixed Rate Utilization; and (B) from and including the Loan
Consolidation Date, the Loan Fixed Interest Rate.







	 	(c)	 	FMO shall, on the relevant Quotation Day for any Fixed Rate
Utilization, calculate the Utilization Fixed Interest Rate applicable to such
Utilization by doing the following in the sequence set out below:







	 	(i)	 	calculate the Installment Weight of each
Installment forming part of the relevant Utilization;

	 
	 	(ii)	 	determine the Fixed Rate Swap Equivalent for
each Installment Weight;

	 
	 	(iii)	 	calculate the Weighted Average Swap Rate for
the relevant Utilization; and

	 
	 	(iv)	 	convert the Weighted Average Swap Rate into the
same date basis applicable to the Utilization if necessary.







	 	(d)	 	Not less than two (2) Business Days before the Loan Consolidation
Date, FMO shall calculate the weighted average of the Utilization Fixed Interest
Rates for each outstanding Fixed Rate Utilization, with the weighting of each
Fixed Rate Utilization based on the principal amount of that Fixed Rate
Utilization in relation to the entire principal amount of all of the Fixed Rate
Utilizations.




 


23









 






	 	(e)	 	The Borrower may at any time during the Availability Period (but
not more than once in any calendar month) request from FMO an indication of what
the Utilization Fixed Interest Rate would be for a possible Utilization as at
the date of that request. As promptly as practicable after that request, FMO
shall advise the Borrower of the indicative Utilization Fixed Interest Rate.
The Borrower acknowledges that the pricing available to FMO fluctuates over time
and FMO shall not be responsible for any variation or difference between any
indicative rate quotation and any definitive Utilization Fixed Interest Rate
determined in accordance with this Agreement.







	 	(f)	 	If the Interbank Market Fixed Rate is not published by Bloomberg
Financial Markets Service, the relevant pages of Reuters will be used. If all
the services of Bloomberg Financial Markets Service and Reuters cease to be
available, or if none of them contains the necessary swap market information or
information on LIBOR, whether on the relevant Quotation Day or generally, then
FMO will determine the Fixed Rate Swap Equivalent for each Installment:







	 	(i)	 	to the extent available, from a live screen of
a financial markets information provider that FMO, in its reasonable
opinion, considers appropriate, the information to be obtained on the
relevant Quotation Day; or







	 	(ii)	 	using whatever equivalent reasonable means of
calculation that FMO, in its reasonable opinion, considers appropriate.







	 	(g)	 	A Fixed Rate Utilization may not be converted back to a
variable interest rate, and a Utilization bearing interest at a variable
interest rate may not be converted into a Fixed Rate Utilization.







	 	(h)	 	The Redeployment Cost payable pursuant to Section 3.6.5
(Restrictions) shall be equal to any amount in excess of zero, obtained by
deducting (x) the Present Value of the Available Income Stream of the amount to
be prepaid from (y) the Present Value of the Original Income Stream of the
amount to be prepaid (the “Redeployment Cost”). For purposes of this
Agreement:







	 	(i)	 	“Available Income Stream” means the aggregate
amount of interest that would have accrued, from the date of prepayment
until the final maturity date of the Loan, on the principal amount to
be prepaid had such amount been disbursed on the prepayment date,
calculated at an interest rate equal to the Interbank Market Fixed Rate
that would be applicable to such hypothetical disbursement for a term
from the date of prepayment until the final maturity date of the Loan,
determined two (2) Business Days prior to the date of prepayment;







	 	(ii)	 	“Original Income Stream” means the aggregate
amount of interest originally scheduled to be paid on the principal
amount to be prepaid from the date of prepayment until the final
maturity date of the Loan, calculated at the Loan Fixed Interest Rate.
If the relevant prepayment occurs before the Loan Consolidation Date,
the applicable interest rate shall be the weighted average of all
Utilization Fixed Interest Rates then
in effect, calculated using the methodology set forth in Section
3.3.8(d); and




 


24









 












	 	(iii)	 	“Present Value” of the relevant Original
Income Stream or the Available Income Stream (as the case may be) is
the value of the Original Income Stream (or, as the case may be), the
Available Income Stream discounted back to the date of prepayment from
each of the relevant Interest Payment Dates at a discount rate equal to
the fixed interest receivable by FMO in the swap market against payment
of interest at LIBOR for the bid side of the swap curve.







	3.4	 	Default Interest







	 	3.4.1	 	Without limiting the remedies available to FMO under any Finance Document or
otherwise (and to the maximum extent permitted by Applicable Law), if the Borrower fails
to pay any amount payable by it under a Finance Document on its due date, interest shall
accrue on the overdue amount from the due date up to the date of actual payment (both
before and after judgment) at a rate which, subject to sub-Section 3.4.2 of this Section
3.4 below, is two percent (2.00%) higher than the rate which would have been payable if
the overdue amount had, during the period of non-payment, constituted a Utilization, in
the currency of the overdue amount for successive Interest Periods, each of a duration
selected by FMO (acting reasonably). Any interest accruing under this Section 3.4 shall
be immediately payable by the Borrower on demand by FMO or, if not demanded, on each
Interest Payment Date falling after any such overdue amount became due.







	 	3.4.2	 	If any overdue amount consists of all or part of a Utilization which became due
on a day which was not the last day of an Interest Period relating to that Utilization:







	 	(a)	 	the (first) Interest Period for that overdue amount shall have
a duration equal to the unexpired portion of the current Interest Period
relating to that Utilization; and







	 	(b)	 	the rate of interest applying to the overdue amount during that
first Interest Period shall be two percent (2.00%) higher than the amount which
would have applied if the overdue amount had not become due.




 


25









 












	3.5	 	Repayment







	 	3.5.1	 	Repayment of Loan

	 
	 	 	 	The Borrower shall repay the Loan made to it in ten (10) equal semi-annual
installments by repaying on each Repayment Date the amount set out opposite each
Repayment Date below:






	 	 	 	 	 
	Repayment Date	 	Repayment Installment	 
	 
	 	 	 	 
	July 15, 2012
	 	US$	2,000,000.00	 
	January 15, 2013
	 	US$	2,000,000.00	 
	July 15, 2013
	 	US$	2,000,000.00	 
	January 15, 2014
	 	US$	2,000,000.00	 
	July 15, 2014
	 	US$	2,000,000.00	 
	January 15, 2015
	 	US$	2,000,000.00	 
	July 15, 2015
	 	US$	2,000,000.00	 
	January 15, 2016
	 	US$	2,000,000.00	 
	July 15, 2016
	 	US$	2,000,000.00	 
	January 15, 2017
	 	US$	2,000,000.00	 







provided that upon each Utilization, the amount utilized shall be allocated for
repayment on each of the respective Repayment Dates set out above in amounts which
are pro rata to the amounts of the respective Repayment Installments shown opposite
those dates above (with FMO, as necessary, adjusting those allocations upwards to
the nearest two decimal points), and provided, further, that on the Termination
Date, the Borrower shall pay all outstanding principal and accrued interest and all
other amounts payable under this Agreement to FMO in full.




	 	3.5.2	 	Currency of Loan Repayment

	 
	 	 	 	The Loan shall be repaid in Dollars.

	 
	 	3.5.3	 	Reborrowing

	 
	 	 	 	The Borrower may not reborrow any part of the Facility which is repaid.







	3.6	 	Prepayment and Cancellation







	 	3.6.1	 	Illegality

	 
	 	 	 	If it becomes unlawful in any applicable jurisdiction for FMO to perform any of its
obligations as contemplated by this Agreement or to fund or maintain any
Utilization:







	 	(a)	 	FMO shall promptly notify the Borrower upon becoming aware of
that event whereupon the Facility will be immediately cancelled; and







	 	(b)	 	The Borrower shall, to the maximum extent permitted under
Applicable Laws, repay the Utilizations made to the Borrower on the first
Interest Payment Date occurring after FMO has notified the Borrower or, if
earlier, the date specified by
FMO in the notice delivered to the Borrower (being no earlier than the last day
of any applicable grace period permitted by law).




 


26









 












	 	3.6.2	 	Change of Control

	 
	 	 	 	If the Major Shareholder ceases to Control the Borrower and/or any person or group
of persons acting in concert gains Control of the Borrower, then:







	 	(a)	 	the Borrower shall promptly notify FMO upon becoming aware of
that event;







	 	(b)	 	FMO shall not be obliged to fund any future Utilization
following the occurrence of that event; and







	 	(c)	 	FMO may, by not less than ten (10) Business Days’ notice to the
Borrower, cancel all or a part of the Facility and/or, to the maximum extent
permitted under Applicable Laws, require that all outstanding Utilizations and
other amounts be repaid on the first Interest Payment Date occurring after FMO
has notified the Borrower or, if earlier, the date specified by FMO in the
notice delivered to the Borrower (being no earlier than the last day of any
applicable grace period permitted by law).







	 	3.6.3	 	Voluntary Cancellation







	 	(a)	 	Subject to Section 3.6.5 (Restrictions), the Borrower may, if
it gives FMO not less than fifteen (15) Business Days’ (or such shorter period
as FMO may agree) prior notice, cancel the whole or any part (being a minimum
amount of five million Dollars (US$5,000,000)) of the Available Facility.







	 	(b)	 	If any Available Facility remains available at the end of the
Availability Period, such Available Facility shall be deemed to have been
voluntarily cancelled on the last day of the Availability Period.







	 	(c)	 	In the event that the Borrower cancels the whole or any part of
the Available Facility in accordance with this Section 3.6.3 it shall on the
date of such cancellation, pay a Cancellation Fee on the principal amount
cancelled.







	 	3.6.4	 	Voluntary Prepayment of the Loan







	 	(a)	 	Subject to Section 3.6.5 (Restrictions), the Borrower may, if
it gives FMO not less than fifteen (15) Business Days’ (or such shorter period
as FMO may agree) prior notice, prepay the whole or any part of the Loan on a
Repayment Date (but if in part, being an amount that reduces the amount of the
Loan by a minimum amount of five million Dollars (US$5,000,000)).







	 	(b)	 	In the event that the Borrower prepays the whole or any part of
the Loan in accordance with this Section 3.6.4 it shall, on the date of such
prepayment, pay a Prepayment Fee on the principal amount prepaid.







	 	(c)	 	The Loan may only be prepaid after the last day of the
Availability Period (or, if earlier, the day on which the Available Facility is
zero).







	 	(d)	 	Any prepayment under this Section 3.6.4 shall satisfy the
obligations under Section 3.5.1 (Repayment of Loan) in inverse chronological
order.




 


27









 












	 	3.6.5	 	Restrictions







	 	(a)	 	Any notice of cancellation or prepayment given by any Party
under this Section 3.6 shall be irrevocable and, unless a contrary indication
appears in this Agreement, shall specify the date or dates upon which the
relevant cancellation or prepayment is to be made and the amount of that
cancellation or prepayment.







	 	(b)	 	Any cancellation or prepayment (whether by way of voluntary
cancellation or prepayment, by operation of Section 3.6.1 (Illegality), Section
3.6.2 (Change of Control) or Section 7.2 (Acceleration) or otherwise) pursuant
to this Agreement shall be made on an Interest Payment Date (unless another
date is specified by FMO) together with accrued interest on the amount prepaid
(in the case of a prepayment) and any outstanding fees or costs including
Cancellation Fee or Prepayment Fee, and shall be accompanied by payment of any
FMO Break Costs, if applicable (and, in respect of any Fixed Rate Utilizations,
any Redeployment Costs calculated as set out in Section 3.3.8(h)).







	 	(c)	 	The Borrower may not reborrow any part of the Facility which is
prepaid pursuant to this Agreement. No amount of the Facility cancelled under
this Agreement may be subsequently reinstated.







	 	(d)	 	The Borrower shall not repay or prepay all or any part of the
Loans or cancel all or any part of the Available Facility, except at the times
and in the manner expressly provided for in this Agreement.







	 	3.6.6	 	Mandatory Cost

	 
	 	 	 	FMO shall charge to the Borrower, in addition to the interest determined under
Section 3.3.1 (Calculation of Interest) or 3.3.8 (Fixed Interest Rate Option), its
Mandatory Cost, if any.







	3.7	 	Fees







	 	3.7.1	 	Commitment Fee







	 	(a)	 	The Borrower shall pay to FMO a commitment fee in Dollars
computed: (i) for the period commencing on (and including) the date of this
Agreement until (but excluding) June 17, 2011, at the rate of seventy-five
one-hundredths of one percent (0.75%) per annum on the Available Facility; and
(ii) for the period commencing on (and including) June 17, 2011 and ending on
the last day of the Availability Period, at the rate of one percent (1.00%) per
annum on the Available Facility.

	 
	 	(b)	 	The accrued commitment fee is payable semi-annually in arrears
(i) on the first occurring Interest Payment Date following the commencement of
the Availability Period, (ii) on each Interest Payment Date thereafter, and
(iii) on the first Interest Payment Date following the end of the Availability
Period. If the
Available Facility is cancelled in full, accrued commitment fee is also payable
to FMO on the date that such cancellation becomes effective.




 


28









 












	 	3.7.2	 	Front-end Fee

	 
	 	 	 	The Borrower shall within ten (10) Business Days of the date of this Agreement pay
to FMO a non-refundable front-end fee in the amount of one hundred eighty thousand
Dollars (US$180,000.00).







	 	3.7.3	 	Monitoring Fee

	 
	 	 	 	The Borrower shall on January 15, 2011 and on January 15th of each subsequent year
pay to FMO a non-refundable monitoring fee in the amount of US$7,500 per annum for
the overall monitoring of the Borrower’s business.







	 	3.7.4	 	Waiver Fee

	 
	 	 	 	The Borrower shall pay to FMO a waiver fee of US$10,000 for any waiver and/or
approval by FMO of the Borrower’s breach of any term of this Agreement.







	3.8	 	Costs and Expenses







	 	3.8.1	 	Transaction Expenses

	 
	 	 	 	The Borrower shall within three (3) Business Days on demand pay FMO the amount of
all costs and expenses (including legal fees and any travel expenses) incurred by
FMO in connection with the negotiation, preparation, printing, execution and
registration (and any related filing of registration documents) of:







	 	(a)	 	this Agreement and any other documents referred to in this
Agreement; and







	 	(b)	 	any other Finance Documents executed after the date of this
Agreement.







	 	3.8.2	 	Amendment Costs

	 
	 	 	 	If the Borrower requests an amendment, waiver or consent or an amendment is required
pursuant to Section 8.4.8 (Change of Currency), the Borrower shall (if invoiced by
FMO) reimburse FMO within three (3) Business Days of demand for the amount of all
costs and expenses (including legal fees) incurred by FMO in responding to,
evaluating, negotiating or complying with that request or requirement.







	 	3.8.3	 	Enforcement Costs

	 
	 	 	 	The Borrower shall, within three (3) Business Days of demand, pay to FMO the amount
of all costs and expenses (including legal fees and any travel expenses) incurred by
FMO in connection with the enforcement of, or the preservation of any rights under,
any Finance Document.




 


29









 






	 	3.8.4	 	FMO’s Ongoing Costs

	 
	 	 	 	The Borrower shall pay and/or reimburse FMO within three (3) Business Days of demand
the amount of all costs and expenses (including legal fees and any travel
expenses) incurred by FMO in connection with monitoring the Loan under this
Agreement, including any inspection or access permitted under Section 6.1.6 (Access)
and any costs and expenses (including consultants’ fees and expenses) incurred by
FMO relating to the monitoring of or compliance with this Agreement, provided that
if a Default or an Event of Default has not occurred, the Borrower’s obligation to
reimburse FMO for air transportation costs incurred in connection with routine
monitoring shall be limited to not more than the cost of one round-trip business
class airline ticket per annum from The Netherlands to the monitoring location.

	 
	 	3.8.5	 	Costs related to Environmental and Social Matters

	 
	 	 	 	The Borrower shall pay and/or reimburse FMO within three (3) Business Days of demand
the amount of all costs and expenses (including consultants’ and legal fees and any
travel expenses) incurred by FMO relating to the evaluation of the Borrower’s
Environmental and Social Action Plan in connection with any proposed margin
adjustment pursuant to Section 3.3.1(b) and (c).







	3.9	 	Tax Gross-up and Indemnities







	 	3.9.1	 	Tax Gross-up







	 	(a)	 	The Borrower shall make all payments to be made by it without
any Tax Deduction, unless a Tax Deduction is required by law.

	 
	 	(b)	 	The Borrower shall promptly upon becoming aware that it must
make a Tax Deduction (or that there is any change in the rate or the basis of a
Tax Deduction) notify FMO accordingly.

	 
	 	(c)	 	If a Tax Deduction required by law is to be made by the
Borrower, the amount of the payment due from the Borrower shall be increased to
an amount which (after making any Tax Deduction) leaves an amount equal to the
payment which would have been due if no Tax Deduction had been required.

	 
	 	(d)	 	If the Borrower is required to make a Tax Deduction, the
Borrower shall make that Tax Deduction and any payment required in connection
with that Tax Deduction within the time allowed and in the minimum amount
required by law.

	 
	 	(e)	 	Within fifteen (15) Business Days of making either a Tax
Deduction or any payment required in connection with that Tax Deduction, the
Borrower shall deliver to FMO evidence reasonably satisfactory to FMO that the
Tax Deduction has been made or (as applicable) any appropriate payment paid to
the relevant taxing authority.







	 	3.9.2	 	Tax Indemnity







	 	(a)	 	The Borrower shall (within three (3) Business Days of demand by
FMO) pay to FMO an amount equal to the loss, liability or cost which FMO
determines will be or has been (directly or indirectly) suffered for or on
account of Tax by FMO in respect of a Finance Document.

	 
	 	(b)	 	Section 3.9.2(a) above shall not apply:




 


30









 












	 	(i)	 	with respect to any Tax assessed on FMO:







(1) under the law of the jurisdiction in which FMO is incorporated or, if
different, the jurisdiction (or jurisdictions) in which FMO is treated as
resident for tax purposes; or




(2) under the law of the jurisdiction in which FMO is incorporated in
respect of amounts received or receivable in that jurisdiction,




if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or
receivable) by FMO; or




	 	(ii)	 	to the extent a loss, liability or cost is
compensated for by an increased payment under Section 3.9.1 (Tax
Gross-up).







	 	(c)	 	If FMO makes or intends to make a claim under Section 3.9.2(a)
above, FMO shall promptly notify the Borrower of the event which will give rise
to such claim.







	 	3.9.3	 	Stamp Taxes

	 
	 	 	 	The Borrower shall pay and, within three (3) Business Days of demand by FMO,
indemnify FMO against any cost, loss or liability FMO incurs in relation to all
stamp duty, registration and other similar Taxes payable in respect of any Finance
Document.

	 
	 	 	 	Without limiting the generality of the foregoing, the Borrower agrees to pay the
entire stamp tax (‘impuestos de sellos’) imposed by the Autonomous City of Buenos
Aires arising in connection with the execution of this Agreement, if any. For the
sole purpose of paying any such stamp tax (‘impuesto de sellos’) imposed by the
Autonomous City of Buenos Aires, each of the Borrower and FMO agree that the value
of this Agreement is US$20,000,000.00 plus US$525,000.00 as estimated commissions
payable to FMO under this Agreement. The Borrower shall provide FMO with
documentation evidencing to FMO’s satisfaction the payment of such Tax within ten
(10) Business Days following the date that each of such Taxes are due.

	 
	 	 	 	To the extent necessary in connection with any payment of, or any filing or
reporting in connection with, any Tax or governmental charge, the Borrower will be
responsible for and will bear the costs of translating this Agreement into Spanish.







	 	3.9.4	 	VAT







	 	(a)	 	All consideration expressed to be payable under a Finance
Document by the Borrower to FMO shall be deemed to be exclusive of any VAT. If
VAT is chargeable on any supply made by FMO to the Borrower in connection with
a Finance Document, the Borrower shall pay to FMO (in addition to and at the
same time as paying the consideration) an amount equal to the amount of the
VAT.







	 	(b)	 	Where a Finance Document requires the Borrower to reimburse FMO
for any costs or expenses, it shall also at the same time pay and indemnify FMO
against all VAT incurred by FMO in respect of the costs or expenses to the
extent that FMO reasonably determines that it is not entitled to credit or repayment of the VAT.




 


31









 












	3.10	 	Increased Costs







	 	3.10.1	 	Increased Costs

	 
	 	 	 	Subject to Section 3.10.3 (Exceptions), the Borrower shall, within three (3)
Business Days of a demand by FMO, pay to FMO the amount of any Increased Costs
incurred by FMO as a result of (i) the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation or (ii)
compliance with any law or regulation made after the date of this Agreement.







	 	3.10.2	 	Increased Cost Claims

	 
	 	 	 	If FMO intends to make a claim pursuant to Section 3.10.1 (Increased Costs), FMO
shall promptly notify the Borrower.







	 	3.10.3	 	Exceptions

	 
	 	 	 	Section 3.10.1 (Increased Costs) does not apply to the extent any Increased Cost is:







	 	(a)	 	attributable to a Tax Deduction required by law to be made by
the Borrower;

	 
	 	(b)	 	compensated for by Section 3.9.2 (Tax Indemnity); or

	 
	 	(c)	 	compensated for the payment of the Mandatory Cost.







	3.11	 	Currency Indemnity







	 	3.11.1	 	If any sum due from the Borrower under any Finance Document (a “Sum”), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the “First Currency”) in which that Sum is payable into another currency (the
“Second Currency”) for the purpose of:







	 	(a)	 	making or filing a claim or proof against the Borrower; and/or







	 	(b)	 	obtaining or enforcing an order, judgment or award in relation
to any litigation or arbitration proceedings,







the Borrower shall as an independent obligation, within three Business Days of
demand by FMO, indemnify FMO against any cost, loss or liability arising out of or
as a result of the conversion, including any discrepancy between (A) the rate of
exchange used to convert that Sum from the First Currency into the Second Currency
and (B) the rate or rates of exchange available to FMO at the time of its receipt of
that Sum.




	 	3.11.2	 	The Borrower waives any right it may have in any jurisdiction to pay any amount under
any Finance Document in a currency or currency unit other than that in which it is
expressed to be payable.




 


32









 






	3.12	 	Other indemnities







	 	 	The Borrower shall, within three (3) Business Days of demand, indemnify FMO against any cost,
loss or liability incurred by FMO as a result of:







	 	3.12.1	 	the occurrence of any Event of Default;







	 	3.12.2	 	a failure by the Borrower to pay any amount due under any Finance Document on its due
date;







	 	3.12.3	 	funding, or making arrangements to fund, its participation in a Loan requested by the
Borrower in a Utilization Request but not made by reason of the operation of any one or
more of the provisions of this Agreement (other than by reason of default or negligence
by FMO);







	 	3.12.4	 	the Loan (or part of the Loan) not being paid in accordance with its originally
scheduled due date; or







	 	3.12.5	 	the Loan (or part of the Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.







	3.13	 	Evidence of Debt







	 	3.13.1	 	To further evidence the obligation of the Borrower to repay the Loans and accrued
interest thereon, the Borrower shall issue and deliver to FMO, to FMO’s satisfaction,
together with the Utilization Request submitted under this Agreement, a Note payable at
sight (‘Reconocimiento de Deuda’, or a ‘Pagaré’, as the case may be, as set out in this
Section 3.13.1) in the aggregate principal amount of the requested Utilization, duly
executed by the Borrower, and substantially in the applicable Spanish language form set
out in Schedule 8 (Form of Note) together with such modifications as may be required by
the Lender to reflect the terms of this Agreement from time to time. For each
Utilization other than a Fixed Rate Utilization, a Note in the form of a ‘Reconocimiento
de Deuda’ shall be issued by the Borrower and delivered to FMO. For each Fixed Rate
Utilization, a Note in the form of a ‘Pagaré’ shall be issued by the Borrower and
delivered to FMO. Each Note shall be valid and enforceable, as to its principal amount,
to the extent of the Utilization made hereunder and outstanding from time to time and,
as to interest, to the extent of the interest accrued thereon in accordance with the
terms hereof. The determination by FMO based on its internal records regarding payments
made on account of principal amounts at any time outstanding and of interest accrued on
the Loans or under the Notes shall be final and conclusive and shall be binding on the
Borrower in the absence of manifest error.







	 	3.13.2	 	The execution and delivery by the Borrower of a Note shall not limit, reduce or
otherwise affect the obligations of the Borrower under this Agreement nor discharge any
payment obligation of the Borrower under this Agreement, and the rights and claims of
FMO under a Note shall not replace the rights and claims of FMO under this Agreement.




 


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	 	3.13.3	 	Notwithstanding the provisions of a Note, FMO shall not demand payment of any amount
under a Note unless the repayment Installment relating to the relevant Note is
due (whether due by scheduled maturity, acceleration, default or otherwise) under
this Agreement. If there is any conflict between the provisions of a Note and the
provisions of this Agreement, the provisions of this Agreement shall prevail.







	 	3.13.4	 	Payment by the Borrower of any amount under this Agreement shall discharge the
liability of the Borrower in respect of the relevant Note.







	 	3.13.5	 	Each Note is intended to evidence indebtedness constituted by the Loan under this
Agreement, and the creation of a Note shall in no way constitute a novation of the
rights and obligations of the Borrower under this Agreement.







	 	3.13.6	 	Upon receipt by FMO of the final and indefeasible payment in full of all principal,
interest and other amounts payable in respect of the Loan, FMO shall return the Notes to
the Borrower upon request.







	 	3.13.7	 	If requested by FMO, the Borrower shall issue and deliver to FMO new Notes (including
Notes in different principal amounts) of like maturity (and otherwise on identical
terms) in exchange for Notes previously issued and delivered in accordance with this
Section 3.13, including without limitation replacement Notes (if so requested by FMO)
reflecting any change in the interest rate applicable to any Fixed Rate Utilization
following the Loan Consolidation Date, whereupon the Notes previously issued and
delivered will be returned to the Borrower for cancellation, provided that the principal
amount of all outstanding Notes shall not exceed the principal amount of the Loan
outstanding hereunder.







	 	3.13.8	 	The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to
constitute a cancellation of debt or of any other obligation under or in respect of the
Loan, any Utilization, or this Agreement, even if any such event has occurred due to
acts attributable to FMO. If a Note is mutilated, the Borrower shall issue and deliver
a new Note of the same principal amount and maturity as the mutilated Note, provided
that such mutilated Note shall be returned to the Borrower. If a Note is lost, stolen
or destroyed, the Borrower shall, promptly upon the written request of FMO, issue and
deliver to FMO a new Note of the same principal amount and maturity as the lost, stolen
or destroyed Note.







	 	3.13.9	 	Each Note will be governed by Argentine laws and will be subject to the jurisdiction
of the courts of the Republic of Argentina. In this sense, Sections 8.11, 8.12 and 8.13
of this Agreement will not be applicable to the Notes.







	4.	 	REPRESENTATIONS AND WARRANTIES

	 
	4.1	 	Representations and Warranties

	 
	 	 	The Borrower makes the representations and warranties set out in this Section 4.1 to FMO on
the date of this Agreement.







	 	4.1.1	 	Status







	 	(a)	 	It is a sociedad anónima, duly incorporated, and validly
existing and in good standing under the law of the Republic of Argentina.




 


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	 	(b)	 	It and each of its Subsidiaries has the power to own its assets
and carry on its business as it is being conducted.

	 
	 	(c)	 	The Borrower is duly licensed to operate as a bank and the
Borrower has and is in compliance with all Authorizations necessary for it to
carry on its business as it is being conducted and to carry out the
transactions contemplated by this Agreement.







	 	4.1.2	 	Binding Obligations

	 
	 	 	 	The obligations expressed to be assumed by it in each Finance Document constitute
its legal, valid, binding and enforceable obligations, except as enforceability
thereof may be limited by the effect of applicable bankruptcy, insolvency or similar
laws affecting creditor’s rights generally.







	 	4.1.3	 	Non-conflict with Other Obligations

	 
	 	 	 	The entry into and performance by it of, and the transactions contemplated by, the
Finance Documents do not and will not conflict with:







	 	(a)	 	any law or regulation applicable to it, including for the
avoidance of doubt any Argentine foreign exchange regulations necessary to
permit the Borrower to purchase and wire transfer a sufficient amount of
Dollars to repay the principal amount of, and interest, fees, costs and any
other amounts payable under the Finance Documents, as they become due, without
the authorization of the Central Bank, and all other applicable Banking
Regulations;







	 	(b)	 	its or any of its Subsidiaries’ constitutional documents; or







	 	(c)	 	any agreement or instrument binding upon it or any of its
Subsidiaries or any of its or any of its Subsidiaries’ assets.







	 	4.1.4	 	Power and Authority

	 
	 	 	 	It has the power to enter into, perform and deliver, and has taken all necessary
action to authorize its entry into, performance and delivery of, the Finance
Documents to which it is a party and the transactions contemplated by those Finance
Documents.







	 	4.1.5	 	Validity and Admissibility in Evidence

	 
	 	 	 	All Authorizations required or desirable:







	 	(a)	 	to enable it to lawfully enter into, exercise its rights and
comply with its obligations in the Finance Documents to which it is a party;
and







	 	(b)	 	to make the Finance Documents to which it is a party admissible
in evidence in its jurisdiction of incorporation,







have been obtained or effected and are in full force and effect.


 


35









 






	 	4.1.6	 	Governing Law and Enforcement







	 	(a)	 	The choice of New York law as the governing law of the Finance
Documents (other than the Security Documents and the Notes) will be recognized
and enforced in its jurisdiction of incorporation.







	 	(b)	 	Any judgment obtained in New York in relation to a Finance
Document will be recognized and enforced in its jurisdiction of incorporation.







	 	4.1.7	 	Prohibited Payments

	 
	 	 	 	Neither it nor any of its Affiliates nor any person acting on its behalf has made,
with respect to any transaction contemplated by this Agreement, any Prohibited
Payment.

	 
	 	4.1.8	 	Tax Deduction

	 
	 	 	 	It is not required to make any Tax Deduction from any payment it may make under any
Finance Document.

	 
	 	4.1.9	 	No Filing or Stamp Taxes

	 
	 	 	 	Under the law of its jurisdiction of incorporation it is not necessary that the
Finance Documents be filed, recorded or enrolled with any court or other authority
in that jurisdiction or that any stamp, registration or similar tax be paid on or in
relation to the Finance Documents or the transactions contemplated by the Finance
Documents, except for the stamp tax (‘impuesto de sellos’) of the Autonomous City of
Buenos Aires, which may be levied in respect of this Agreement.

	 
	 	4.1.10	 	No Default







	 	(a)	 	No Default has occurred and is continuing or might reasonably
be expected to result from the making of any Utilization.







	 	(b)	 	No other event or circumstance is outstanding which constitutes
a default under any other agreement or instrument which is binding on it or any
of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are
subject which might have a Material Adverse Effect.







	 	4.1.11	 	Financial Statements







	 	(a)	 	The financial statements of the Borrower (including, but not
limited to, the Financial Statements) previously delivered to FMO under or in
connection with this Agreement were prepared in accordance with the Accounting
Principles, consistently applied.







	 	(b)	 	The financial statements of the Borrower (including, but not
limited to, the Financial Statements) previously delivered to FMO under or in
connection with this Agreement fairly represent the financial condition and
operations of the Borrower during the relevant financial year.







	 	(c)	 	There has been no material adverse change in the Borrower’s
business or financial condition since the last day of the most recent financial
year for which
audited financial statements have been delivered to FMO, being the Financial
Statements or the audited financial statements of the Borrower most recently
delivered pursuant to Sections 6.3.1(a), as applicable.




 


36









 












	 	4.1.12	 	No Misleading Information

	 
	 	 	 	All written information supplied by or on behalf of the Borrower was true, complete
and accurate in all material respects as at the date it was given and is not
misleading in any respect.

	 
	 	4.1.13	 	Pari Passu Ranking

	 
	 	 	 	Its payment obligations under the Finance Documents rank at least pari passu with
the claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by law applying to companies generally.

	 
	 	4.1.14	 	No Proceedings Pending or Threatened

	 
	 	 	 	No litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency or governmental, regulatory or other investigations,
proceedings or disputes which, if adversely determined, might reasonably be expected
to have a Material Adverse Effect have been started or threatened against it or any
of its Subsidiaries.

	 
	 	4.1.15	 	Taxation







	 	(a)	 	It has duly and punctually paid and discharged all Taxes
imposed upon it or its assets within the time period allowed without incurring
penalties except to the extent that:







	 	(i)	 	payment is being contested in good faith;







	 	(ii)	 	it has maintained adequate reserves for those Taxes
in accordance with the Accounting Principles; and







	 	(iii)	 	payment can be lawfully withheld.







	 	(b)	 	It is not overdue in the filing of any Tax returns.







	 	(c)	 	No claims are being or are reasonably likely to be asserted
against it with respect to Taxes.







	 	4.1.16	 	No Immunity

	 
	 	 	 	In any proceedings taken in its jurisdiction of incorporation in relation to this
Agreement, it will not be entitled to claim for itself or any of its assets immunity
from suit, execution, attachment or other legal process.







	 	4.1.17	 	Good Title to Assets; Legal and Beneficial Ownership







	 	(a)	 	The Borrower has good, valid and marketable title to, or valid
leases or licenses of, and all appropriate Authorizations to use, the assets
necessary to carry on its
business as presently conducted, and all such assets are free and clear of any
Liens other than Permitted Liens.




 


37









 












	 	(b)	 	The Borrower is the absolute legal and beneficial owner of its
assets subject to the Security.







	 	4.1.18	 	Compliance with Laws

	 
	 	 	 	It has not violated nor breached any law to which it may be subject, including for
the avoidance of doubt the Banking Regulations.







	 	4.1.19	 	Corporate Governance

	 
	 	 	 	It has performed and observed in all material respects all requirements as set out
in ANNEX C (Corporate Governance Guidelines).

	 
	 	4.1.20	 	No ERISA Plans

	 
	 	 	 	Neither it nor any Affiliate maintains, sponsors, has had any liability under, or
contributes to, nor has at any time in the past maintained, sponsored, had any
liability under or contributed to, any employee benefit plan, program, agreement or
arrangement (an “ERISA Plan”) that is subject to ERISA or the Code, to the extent
applicable.

	 
	 	4.1.21	 	Environmental Compliance

	 
	 	 	 	It is in full compliance in all material respects with all Environmental and Social Requirements.

	 
	 	4.1.22	 	Environmental and Social Claims

	 
	 	 	 	No Environmental and Social Claim which might reasonably be expected to have a
Material Adverse Effect has been commenced or is threatened against it.

	 
	 	4.1.23	 	United States Laws







	 	(a)	 	It is not required to be registered as an “investment company”
within the meaning of, or subject to regulation under, the United States
Investment Company Act of 1940.







	 	(b)	 	No part of the proceeds of any Loan or other extension of
credit under this Agreement will be used, whether directly or indirectly and
whether immediately, incidentally or ultimately, by the Borrower to purchase or
carry Margin Stock.




 


38









 






	 	4.1.24	 	Anti-terrorism Laws







	 	(a)	 	Neither it nor any of its Affiliates: (i) is, or is Controlled
by, a Restricted Party; (ii) to the best of its knowledge after due inquiry,
has received funds or other property from a Restricted Party; or (iii) to the
best of its knowledge after due inquiry, is or has engaged in any transaction
in breach of or is the subject of any action or investigation under any
Anti-Terrorism Laws.







	 	(b)	 	It and each of its Affiliates have taken reasonable measures to
ensure that it and its clients are in compliance with the Anti-Terrorism Laws.







When used in any Finance Document:




“Anti-Terrorism Laws” means all Applicable Laws of any jurisdiction applicable to
the Parties, a client of a Party, any of their respective Affiliates or to the
transactions contemplated by the Finance Documents, relating to economic or
financial sanctions, drug trafficking, fraud, corruption, organized crime,
money-laundering, terrorism or the proceeds of any of the foregoing.




“Restricted Party” means any person which a Party, a client of a Party or any of
their respective Affiliates is prohibited or restricted under Anti-Terrorism Laws
from receiving, handling or transferring funds or other property, or from engaging
in other transactions or business.




	 	4.1.25	 	Security







	 	(a)	 	It is the absolute legal and beneficial owner of its assets
subject to the Security, subject only to Permitted Liens;







	 	(b)	 	All steps have been taken in order to create and perfect in
favor of the Lenders a valid and enforceable, perfected first priority security
interest in the assets subject to the Security; and







	 	(c)	 	The Facility qualifies as a loan between financial entities
under item 2.4.2.1, and the Security constitutes a permitted security interest
pursuant to item 2.4, of Section 2 of rules on creating securities over assets
(‘Afectación de Activos en Garantía’) of the Central Bank.







	4.2	 	Repetition

	 
	 	 	The Repeating Representations are deemed to be made by the Borrower (by reference to the
facts and circumstances then existing) on the date of each Utilization Request and the first
day of each Interest Period.







	4.3	 	FMO Reliance

	 
	 	 	The Borrower acknowledges that it makes the representations and warranties in Section 4.1
(Representations and Warranties) with the intention of inducing FMO to enter into this
Agreement and the other Finance Documents and that FMO enters into this Agreement and the
other Finance Documents on the basis of, and in full reliance on, each of such
representations and warranties.




 


39









 












	4.4	 	Rights and Remedies Not Limited

	 
	 	 	FMO’s rights and remedies in relation to any misrepresentation or breach of warranty on the
part of the Borrower are not prejudiced:







	 	4.4.1	 	by any investigation by or on behalf of FMO into the affairs of the Borrower or
any of its Affiliates;

	 
	 	4.4.2	 	by the execution or performance of this Agreement or any other Finance Document;
or

	 
	 	4.4.3	 	by any other act or thing (other than a waiver which expressly refers to the
relevant provision) which may be done by or on behalf of FMO in connection with this
Agreement or any other Finance Document and which might, apart from this sub-Section
4.4.3 of this Section 4.4 (Rights and Remedies Not Limited), prejudice such rights or
remedies.







	5.	 	CONDITIONS OF UTILIZATION

	 
	5.1	 	Conditions of First Utilization

	 
	 	 	The obligation of FMO to make the first Utilization is subject to the satisfaction, in form
and substance acceptable to FMO, or waiver of each of the following conditions prior to or
concurrently with the making of the first Utilization:







	 	5.1.1	 	Finance Documents

	 
	 	 	 	Each Finance Document (other than the Notes) shall have been entered into by all
parties to it and shall have become (or, as the case may be, remained)
unconditional, fully effective, valid and legally binding in accordance with its
respective terms (except for this Agreement having become unconditional and fully
effective, if that is a condition of any of those agreements).

	 
	 	5.1.2	 	Constitutive Documents







	 	(a)	 	FMO shall have received a copy of the Constitutive Documents of
the Borrower.







	 	(b)	 	The Borrower shall have certified to FMO that no amendment has
been made to its Constitutive Documents since December 31, 2009, or if any such
amendment was made, FMO shall have received a copy of the amended Constitutive
Documents of the Borrower and determined in its reasonable judgment that it is
not inconsistent with the provisions of any Finance Document and does not have
or may not reasonably be expected to have a Material Adverse Effect.




 


40









 












	 	5.1.3	 	Authorizations







	 	(a)	 	No material Authorizations other than those specified in ANNEX
A (Authorizations) shall be needed by the Borrower to conduct its business and
to comply with its obligations under this Agreement and each of the other
Finance Documents to which it is a party (other than Authorizations that are of
a routine nature and are obtained in the ordinary course of business).







	 	(b)	 	The Borrower shall have provided to FMO copies of all
Authorizations listed in ANNEX A (Authorizations) and all other material
Authorizations, and all such Authorizations shall be in full force and effect.







	 	(c)	 	FMO shall have received a certified copy of a resolution of the
board of directors of the Borrower:







	 	(i)	 	approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party and
resolving that it execute the Finance Documents to which it is a party;







	 	(ii)	 	authorizing a specified person or persons to execute
the Finance Documents to which it is a party on its behalf; and







	 	(iii)	 	authorizing a specified person or persons, on its
behalf, to execute a Certificate of Incumbency and Authority and a power
of attorney on its behalf.







	 	5.1.4	 	Security

	 
	 	 	 	FMO shall have received evidence that:







	 	(a)	 	each of the Security Documents which is required to be
notarized, filed, recorded, stamped and/or registered in order to create the
Security thereunder has been duly notarized, filed, recorded, stamped and/or
registered, as applicable;







	 	(b)	 	the Security shall have been duly created and perfected as
first ranking security interests in favor of FMO, in all assets and rights
subject to the Security Documents (except for those assets and rights which,
pursuant to Section 6.1.10 (Ranking; Security), are expressly contemplated to
arise or come into existence after the first Utilization Date); and







	 	(c)	 	the Collection Account shall have been duly established in
accordance with the Depositary Agreement and the other Finance Documents.







	 	5.1.5	 	Legal Opinions

	 
	 	 	 	FMO shall have received the following legal opinions:







	 	(a)	 	a legal opinion of Mitrani, Caballero, Rosso Alba, Francia,
Ojam & Ruiz Moreno Abogados, counsel to FMO in the Country; and







	 	(b)	 	a legal opinion of Blank Rome LLP, counsel to FMO in New York.




 


41









 












	 	5.1.6	 	Fees and Expenses

	 
	 	 	 	FMO shall have received evidence that:







	 	(a)	 	all fees specified in Section 3.7 (Fees) required to be paid
before the first Utilization Date have been paid or will be paid by the first
Utilization Date;







	 	(b)	 	all fees, costs and expenses specified in Section 3.8 (Costs
and Expenses), including expenses of FMO’s counsel, have been paid or will be
paid by the first Utilization Date; and







	 	(c)	 	the Borrower has paid in full any stamp tax (‘impuestos de
sellos’) of the Autonomous City of Buenos Aires arising in connection with the
execution of this Agreement and any other Finance Document in respect of which
such stamp tax is payable, to FMO’s satisfaction.







	 	5.1.7	 	Certificates

	 
	 	 	 	FMO shall have received:







	 	(a)	 	a Certificate of Incumbency and Authority from the Borrower;
and







	 	(b)	 	a certificate of the Borrower signed by two Authorized
Representatives of the Borrower (including at least one Authorized
Representative who is an officer or director of the Borrower with
responsibility for a finance or treasury function) confirming that drawing the
Facility would not cause any borrowing or similar limit (whether imposed
pursuant to contract, its Constitutive Documents or under Applicable Laws)
binding on the Borrower to be exceeded.







	 	5.1.8	 	Auditors

	 
	 	 	 	Arrangements satisfactory to FMO shall have been implemented for the appointment of
the Auditors for the Borrower.

	 
	 	5.1.9	 	Financial Statements

	 
	 	 	 	FMO shall have received the most recent audited annual financial statements of the
Borrower, and the most recent unaudited quarterly financial statements of the
Borrower, in each case prepared in accordance with the Accounting Principles and in
the form and substance required pursuant to Sections 6.1.1 (Financial Covenants),
6.3.1 (Financial Statements) and 6.3.3 (Requirements as to Financial Statements).

	 
	 	5.1.10	 	Auditors’ Letter

	 
	 	 	 	FMO shall have received a copy of an authorization to the Auditors substantially in
the form of SCHEDULE 6 (Form of Auditors’ Letter) from the Borrower.

	 
	 	5.1.11	 	Process Agent

	 
	 	 	 	FMO shall have received evidence, substantially in the form of SCHEDULE 7 (Form of
Process Agent Letter), that any process agent referred to in sub-Section 8.13.3 of
Section 8.13 (Court Jurisdiction) has accepted its appointment with respect to the
Borrower and any fees relating to its appointment have been paid or will be paid by
the first Utilization Date.




 


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	5.2	 	Conditions of all Utilizations

	 
	 	 	The obligation of FMO to make any Utilization, including the first Utilization, is subject to
the satisfaction, in form and substance acceptable to FMO, or waiver of each of the following
conditions:







	 	5.2.1	 	Utilization Request

	 
	 	 	 	FMO shall have received from the Borrower a Utilization Request at least fifteen
(15) Business Days prior to the date of the proposed Utilization Date or on any
other date acceptable to FMO.

	 
	 	5.2.2	 	No Default

	 
	 	 	 	No Default shall have occurred and be continuing.

	 
	 	5.2.3	 	No Material Adverse Effect

	 
	 	 	 	Nothing has occurred which has had or could reasonably be expected to have a Material Adverse Effect.

	 
	 	5.2.4	 	Material Loss

	 
	 	 	 	Since December 31, 2009, the Borrower has not incurred any material loss or liability.

	 
	 	5.2.5	 	Material Adverse Change

	 
	 	 	 	No material adverse change in the financial condition of the Borrower or in the
condition of either the international financial markets or the financial market of
the Country has occurred such that FMO determines in its reasonable judgement that
its extension of any facility under the terms and conditions set forth in this
Agreement would be inconsistent with the banking practices of prudent, international
development finance institutions.

	 
	 	5.2.6	 	Representations and Warranties

	 
	 	 	 	The representations and warranties made by the Borrower in Section 4.1
(Representations and Warranties) shall be true and correct in all material respects
on and as of the date of that Utilization with the same effect as if those
representations and warranties had been made on and as of the date of that
Utilization.

	 
	 	5.2.7	 	Additional Legal Opinions

	 
	 	 	 	FMO shall have received, if FMO so requires, a legal opinion or opinions in form and
substance satisfactory to FMO with respect to such matters as FMO may reasonably
request relating to that Utilization.




 


43









 






	 	5.2.8	 	Additional Documents

	 
	 	 	 	FMO shall have received such other documents it may reasonably request in relation
to the requested Utilization.

	 
	 	5.2.9	 	Fees and Expenses

	 
	 	 	 	FMO shall have received all fees and expenses due to it or its agents and
representatives under the Finance Documents prior to the date of the relevant
Utilization (and which, in the case of reimbursable fees and expenses, have been
invoiced to the Borrower).

	 
	 	5.2.10	 	Use of Proceeds

	 
	 	 	 	FMO shall have received, with respect to each Utilization Request, such evidence as
FMO may reasonably request in order to confirm that the proposed application of the
proceeds of that Utilization or the actual application of the proceeds of any prior
Utilization are or will be in compliance with Section 6.1.7 (Use of Proceeds).

	 
	 	5.2.11	 	Notes

	 
	 	 	 	FMO shall have received Notes, duly executed and delivered by the Borrower in the
number and amounts corresponding to the requested Utilization, as required under
Section 3.13 (Notes).







	5.3	 	Conditions to each Utilization other than the first Utilization

	 
	 	 	The obligation of FMO to make any Utilization, other than the first Utilization, is subject
to the receipt by FMO prior to the date of such Utilization of a certificate of the Borrower,
signed by two Authorized Representatives of the Borrower (including at least one Authorized
Representative who is an officer or director of the Borrower with responsibility for a
finance or treasury function) in their capacities as attorneys-in-fact for the Borrower with
sufficient power to perform the acts contemplated herein, (a) certifying that the proceeds of
all Utilizations borrowed ninety (90) days’ or more prior to the proposed Utilization Date
have been used by the Borrower to make Eligible Sub-loans in accordance with Section 2 and
Section 6.1.7 (Use of proceeds) of this Agreement; (b) identifying the Clients and describing
such Eligible Sub-loans in sufficient detail for FMO to verify compliance with the Borrower’s
obligations under this Agreement and the other Finance Documents; and (c) subject to Section
6.1.10(c) and (d), providing FMO with the documents evidencing the creation and perfection of
the Security in accordance with the Security Documents.

	 
	5.4	 	Conditions for FMO Benefit

	 
	 	 	The conditions in this Section 5 are for the benefit of FMO and may be waived only by FMO in
its sole discretion.

	 
	6.	 	COVENANTS

	 
	 	 	The undertakings in this Section 6 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents.




 


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	6.1	 	Affirmative Covenants

	 
	 	 	The Borrower shall:







	 	6.1.1	 	Financial Covenants

	 
	 	 	 	Ensure that it maintains and complies with the following financial covenants at all
times, and abstains from any action which may result in the breach thereof:







	 	(a)	 	a Capital Adequacy Ratio of more than eleven percent (>11%);







	 	(b)	 	a Cost to Income Ratio of less than eighty-five percent
(<85%);







	 	(c)	 	an Open Loan Exposure Ratio of less than twenty-five percent
(<25%);







	 	(d)	 	an Un-hedged Open Currency Position: (i) not exceeding twenty
five percent (25%) of Total Capital in respect of short positions; and (ii) not
exceeding one hundred percent (100%) of Total Capital in respect of long
positions;







	 	(e)	 	an Economic Group Exposure Ratio of not more than fifteen
percent (≤15%), provided that the Economic Group Exposure Ratio shall not
exceed twenty-five percent (≤25%) in the case of preferred guarantees (but
excluding in this latter calculation amounts held in correspondent accounts in
investment grade banks (rated A+ or higher) and any amounts held to repay any
instalment of the Borrower’s external debt; and







	 	(f)	 	an Interest Rate Risk Ratio for any Time Period of not less
than negative ten percent (≥-10%) and not more than ten percent (≤10%).







	 	6.1.2	 	Authorizations

	 
	 	 	 	Promptly obtain, comply with and do all that is necessary to maintain in full force
and effect, and supply certified copies to FMO of, any Authorization required under
any law or regulation of its jurisdiction of incorporation to enable it to perform
its obligations under the Finance Documents and to ensure the legality, validity,
enforceability or admissibility in evidence in its jurisdiction of incorporation of
any Finance Document.

	 
	 	6.1.3	 	Compliance with Laws







	 	(a)	 	Comply with all laws to which it may be subject, including, but
not limited to, the Argentine foreign exchange regulations necessary to permit
the Borrower to purchase and wire transfer a sufficient amount of Dollars to
repay the principal amount of, and interest, fees, costs and any other amounts
payable under the Finance Documents, as they become due, without the
authorization of the Central Bank, and all other applicable Banking
Regulations. As soon as practicable after each Utilization Date, but in any
event no later than ten (10) Business Days after each Utilization Date, the
Borrower shall report and validate the indebtedness under this Agreement to the
Central Bank in accordance with the Central Bank’s regulation “Comunicación A
3602” or any other Applicable Law. The Borrower shall update the information
provided to the Central Bank in
accordance with Central Bank’s regulation “Comunicación A 3602”, as amended, or
such other Applicable Law in effect from time to time.




 


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	 	(b)	 	Sell into Argentine Pesos in the Argentine foreign exchange
market, as soon as practicable after receipt and without any delay, the Dollar
funds received with the disbursement of such Utilization, and deposit those
proceeds in Argentine Pesos into the Borrower’s bank account in the Country, in
order to comply with the mandatory 365-day permanence period mandated in the
Banking Regulations (Central Bank regulation “Comunicación A 4354”, as
amended).







	 	6.1.4	 	Corporate Governance

	 
	 	 	 	Comply in all material respects with the corporate governance guidelines set out in
ANNEX C (Corporate Governance Guidelines).

	 
	 	6.1.5	 	Taxation

	 
	 	 	 	Duly and punctually pay and discharge all Taxes imposed upon it or its assets within
the time period allowed without incurring penalties except to the extent that:







	 	(a)	 	payment is being contested in good faith;







	 	(b)	 	adequate reserves are being maintained for those Taxes in
accordance with the Accounting Principles; and







	 	(c)	 	such payment can be lawfully withheld.







	 	6.1.6	 	Access

	 
	 	 	 	Permit FMO and/or accountants or other professional advisers and contractors of FMO
free access at all reasonable times and on reasonable notice at the cost of the
Borrower to:







	 	(a)	 	inspect and take copies and extracts from the books, accounts
and records of the Borrower;







	 	(b)	 	view the assets and premises of the Borrower; and







	 	(c)	 	meet and discuss matters with senior management employees of
the Borrower.







	 	6.1.7	 	Use of Proceeds

	 
	 	 	 	Ensure that all proceeds of each Utilization are used within ninety (90) days’ of
their utilization exclusively to make long-term Eligible Sub-loans to Eligible
Sub-borrowers in accordance with the provisions of this Agreement.

	 
	 	6.1.8	 	Change of Business

	 
	 	 	 	Procure that no substantial change is made to the general nature of the business of
the Borrower from that carried on at the date of this Agreement.




 


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	 	6.1.9	 	Compliance with Environmental and Social Requirements

	 
	 	 	 	Comply with, and ensure that each Client complies with, all Environmental and Social
Requirements at all times and take all reasonable steps in anticipation of known or
expected future changes to or obligations under the same. Furthermore, the Borrower
will use its best efforts to act in accordance with the Core Labour Standards and
the Basic Terms and Conditions of Employment, insofar as these exceed the
requirements of Social Laws.

	 
	 	6.1.10	 	Ranking; Security







	 	(a)	 	Ensure at all times that its obligations under the Finance
Documents (a) rank at least pari passu in all respects with all the Borrower’s
other present and future unsecured and unsubordinated obligations save those
obligations mandatorily preferred by law applying to companies generally, and
(b) will rank in priority to any direct and/or indirect unsecured and
unsubordinated claims of the shareholders and Affiliates of the Borrower;







	 	(b)	 	Ensure that prior to the first Utilization hereunder and at all
times thereafter that: (i) each Security Document has been duly executed and is
in full force and effect; (ii) all Security created or expressed to be created
or evidenced by the Security Documents is fully created over the existing
Eligible Sub-loans constituting part of such Security or its creation is
subject only to the existence of any future Eligible Sub-loans constituting
part of such Security, and is perfected in accordance with the Security
Documents and any Applicable Laws, except that the Borrower will be permitted
to complete the perfection with the registration set forth in Section 3.04(i)
of the Security Agreement with respect to the Eligible Sub-loans funded with
the proceeds of the first Utilization of the Loan under this Agreement within
two hundred (200) days from the date of such first Utilization, provided,
however, that such registration shall be retroactive to the date of creation of
each such Eligible Sub-loan; and that (iii) all Security constituted or to be
constituted by the Security Documents has and will have first ranking priority
and that such Security is not subject to any prior ranking or pari passu
ranking Liens;







	 	(c)	 	Within ninety (90) days after each Utilization Date, assign and
grant a security interest in Eligible Sub-loans made utilizing the proceeds of
such Utilization and perfect and ensure that such Security remains perfected at
all times thereafter, in accordance with the Security Agreement, except that
the Borrower will be permitted to complete the perfection with the registration
set forth in Section 3.04(i) of the Security Agreement with respect to the
Eligible Sub-loans funded with the proceeds of the such Utilization within two
hundred (200) days from the date of such Utilization, provided, however, that
such registration shall be retroactive to the date of creation of each such
Eligible Sub-loan;




 


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	 	(d)	 	Within ninety (90) days after making each Eligible Sub-loan
utilizing the proceeds of any Utilization, deliver to FMO a copy of such
Eligible Sub-loan and all the relevant documents evidencing to FMO’s
satisfaction the perfection of the assignment and granting of the security
interest of such Eligible Sub-loan, all in
accordance with and as further provided in the Security Agreement, except that
the Borrower will be permitted to provide evidence of completion of the
registration set forth in Section 3.04(i) of the Security Agreement with
respect to Eligible Sub-loans funded with the proceeds of each Utilization
within two hundred (200) days from the date of such Utilization, provided,
however, that such registration shall be retroactive to the date of creation of
each such Eligible Sub-loan; and







	 	(e)	 	As soon as possible, but in any event not later than one
hundred and twenty (120) days after the end of each calendar year, deliver to
FMO a report, certified by the Auditors and in form and substance satisfactory
to FMO:(i) identifying the assets subject to the Security, (ii) certifying that
the contents of the Eligible Sub-loan Report delivered in respect of that
calendar year pursuant to Section 6.3.4 (Eligible Sub-loan Reports) are correct
and accurate; (iii) confirming that all Eligible Sub-loans constituting part of
the Security are not more than ninety (90) days overdue and qualify for a risk
category rating higher than ‘con problemas’ under the Banking Regulations, and
(iv) certifying that the Borrower is in compliance of Central Bank’s regulation
“Comunicación A 3602”, as amended.







	6.2	 	Negative covenants

	 
	 	 	The Borrower shall not:







	 	6.2.1	 	Negative Pledge

	 
	 	 	 	Create or permit to exist any Lien on any property, revenues or other assets,
present or future, of the Borrower, except for: (i) the Security; (ii) any tax or
other Lien arising by operation of law while the obligation underlying that Lien is
not yet due, or if due, is being contested in good faith by appropriate proceedings
and so long as the Borrower has set aside adequate reserves sufficient to promptly
pay in full any amounts that the Borrower may be ordered to pay on final
determination of any such proceedings; (iii) Liens which the Borrower is required
to constitute with or in favor of any Authority pursuant to the Banking Regulations
and other statutory preferences which are generally applicable to deposit-taking
institutions; (iv) other Liens constituted or otherwise arising in the ordinary
course of banking business, provided that they fall within the limits permitted by
the Banking Regulations; and (v) any Lien created under a repurchase agreement
involving the sale and repurchase of securities entered in the ordinary course of
business and on the basis of arm’s-length arrangements.

	 
	 	6.2.2	 	Acquisitions

	 
	 	 	 	Without the prior written consent of FMO, acquire any company, business, assets or
undertaking except for acquisitions made in the ordinary course of its banking
business, provided that such acquisitions fall within the limits permitted by the
Banking Regulations.




 


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	 	6.2.3	 	Joint Ventures

	 
	 	 	 	Without the prior written
consent of FMO: (i) acquire or agree to acquire any shares, stocks, securities or other interest in any Joint Venture; or (ii) transfer
any assets or
lend to or guarantee or indemnify or give security for, or agree to transfer, lend,
guarantee, indemnify or give security for the obligations of a Joint Venture, except
for any such acquisitions, transfers, loans, guarantees, indemnities and/or security
(or agreements to do any of the foregoing) made or given in the ordinary course of
its banking business, provided that such transactions fall within the limits
permitted by the Banking Regulations.

	 
	 	6.2.4	 	Loans and Guarantees

	 
	 	 	 	Without the consent of FMO, make any loans, grant any credit or give any guarantee
or indemnity (in each case except in the ordinary course of business) to or for the
benefit of any person or voluntarily assume any liability, whether actual or
contingent in respect of any obligation of any person, except for loans, grants of
credit, guarantees or indemnities in respect of liabilities made or given in the
ordinary course of its banking business, provided that such transactions fall within
the limits permitted by the Banking Regulations.







	 	6.2.5	 	Dividends

	 
	 	 	 	Without the prior written consent of FMO, pay, make or declare any dividend or other
distribution to its shareholders unless:







	 	(a)	 	No Default or Event of Default has occurred and is continuing
or would result from the payment of such dividend or distribution; and







	 	(b)	 	Such payment is permitted in accordance with Banking
Regulations.







	 	6.2.6	 	Merger

	 
	 	 	 	Undertake or permit any merger, spin-off, consolidation or reorganization; or
sell, transfer, lease or otherwise dispose of all or a substantial part of its
assets, other than in strict accordance with the Banking Regulations then in effect.

	 
	 	6.2.7	 	Arm‘s length basis

	 
	 	 	 	Without the prior written consent of FMO, enter into any transaction with any person
or enter into or continue business relations with any shareholder, employee,
Affiliate, Holding Company and/or Subsidiary except on proper negotiated commercial
arm’s length terms.

	 
	 	6.2.8	 	Excluded Activities

	 
	 	 	 	Engage in, finance or provide loans, capital or other funding to, any Client or
other person performing or engaging in any of the excluded activities listed in
Schedule 9 (Excluded Activities).




 


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	 	6.2.9	 	Auditors

	 
	 	 	 	Without the prior written consent of FMO, appoint any company, firm or individual to
replace the Auditors, provided that the Borrower may replace its Auditors without
the prior written consent of FMO if: (a) the replacement Auditors consist of one of
the following auditing firms: Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers;
and (b) the Borrower provides FMO with not less than thirty (30) days’ prior written
notice of such replacement. The Borrower shall comply with all Applicable Laws of
the Country regarding the auditing of its financial statements and the appointment
and maintenance of auditors.

	 
	 	6.2.10	 	ERISA

	 
	 	 	 	Establish, maintain, contribute to or become obligated to contribute to any ERISA
Plan or permit any Subsidiary to do so.






	6.3	 	Informational Covenants

	 
	 	 	The Borrower shall:







	 	6.3.1	 	Financial Statements







	 	 	 	Supply to FMO in the English language:







	 	(a)	 	as soon as the same become available, but in any event within
one hundred and twenty (120) days after the end of each of its financial years
its audited consolidated financial statements for that financial year, prepared
in accordance with the Accounting Principles and in the format required by the
Central Bank; and







	 	(b)	 	as soon as the same become available, but in any event within
sixty (60) days after the end of each quarter of each of its financial years
its unaudited consolidated financial statements for that period, prepared in
accordance with the Accounting Principles and in the format required by the
Central Bank.







	 	6.3.2	 	Compliance Certificate

	 
	 	 	 	Supply to FMO, with each set of financial statements delivered pursuant to Section
6.3.1 (Financial Statements), a Compliance Certificate setting out (in reasonable
detail) computations as to compliance with Section 6.1.1 (Financial Covenants) as at
the date as at which those financial statements were drawn up. Each Compliance
Certificate shall be signed by two Authorized Representatives of the Borrower
(including at least one Authorized Representative who is an officer or director of
the Borrower with responsibility for a finance or treasury function) and, in the
case of the financial statements delivered pursuant to Section 6.3.1(a), shall be
reported on by the Auditors in a form acceptable to FMO.

	 
	 	6.3.3	 	Requirements as to Financial Statements







	 	(a)	 	Ensure that each set of financial statements delivered by the
Borrower pursuant to Section 6.3.1 (Financial Statements) is certified by two
Authorized Representatives (including at least one Authorized Representative
who is an officer or director of the Borrower with responsibility for a finance
or treasury function) of the Borrower as fairly representing its financial
condition as at the date as at which those financial statements were drawn up.




 


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	 	(b)	 	Procure that each set of its financial statements delivered
pursuant to Section 6.3.1 (Financial Statements) is prepared using the
Accounting Principles, and accounting practices and financial reference periods
consistent with those applied in the preparation of the Financial Statements
unless, in relation to any set of financial statements, it notifies FMO that
there has been a change in the Accounting Principles, or the accounting
practices or reference periods and its Auditors deliver to FMO:







	 	(i)	 	a description of any change necessary for those
financial statements to reflect the Accounting Principles, accounting
practices and reference periods upon which the Financial Statements were
prepared; and







	 	(ii)	 	sufficient information, in form and substance as may
be reasonably required by FMO, to enable FMO to determine whether Section
6.1.1 (Financial Covenants) has been complied with and make an accurate
comparison between the financial position indicated in those financial
statements;







provided that any reference in this Agreement to those financial statements
shall be construed as a reference to those financial statements as adjusted to
reflect the basis upon which the Financial Statements were prepared.




	 	6.3.4	 	Eligible Sub-loan Reports

	 
	 	 	 	Supply to FMO, with each set of financial statements delivered pursuant to Section
6.3.1(a) (Financial Statements), an Eligible Sub-loan Report setting out (in
reasonable detail) the characteristics of each Eligible Sub-loan to which the
proceeds of any Utilization made pursuant to this Agreement by FMO to the Borrower
under the Facility have been exclusively applied.

	 
	 	6.3.5	 	Environmental and Social Reporting







	 	(a)	 	Annually, the Borrower shall, as soon as the same becomes
available, but in any event no later than the date it has delivered its audited
annual financial statements pursuant to Section 6.3.1(a), deliver to FMO an
Annual Environmental and Social Performance Report covering the preceding
calendar year, in form and substance satisfactory to FMO; and







	 	(b)	 	Inform FMO in writing as soon as reasonably practicable upon
becoming aware of the same:







	 	(i)	 	of any Environmental and Social Claim being commenced
against it, any member of the Group, and/or any Client; or







	 	(ii)	 	of any facts or circumstances which will or are
reasonably likely to result in any Environmental and Social Claim being
commenced or threatened against it, any member of the Group and/or any
Client.




 


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	 	6.3.6	 	Miscellaneous







	 	(a)	 	Supply to FMO:







	 	(i)	 	all documents dispatched by the Borrower to its
shareholders (or any class of them) or its creditors generally (including
but not limited to its annual reports to shareholders) and any material
document or communication dispatched to the Central Bank or any other
supervisory authority (if any), in each case at the same time as they are
dispatched;







	 	(ii)	 	promptly upon becoming aware of them, the details of
any litigation, arbitration or administrative proceedings which are
current, threatened or pending against it or any member of the Group or
any Client, and which might, if adversely determined, have a Material
Adverse Effect; and







	 	(iii)	 	promptly upon becoming aware of the same (or upon
the request of FMO) any other information regarding the financial
condition, business and operations of any member of the Group or any
Client,







which, in each (or any such) case could reasonably be expected to be (or which,
in the opinion of FMO, is) relevant to the ongoing evaluation of the Borrower’s
credit risk, to the quality or performance of the Borrower’s Sub-loan
portfolio, to the evaluation or determination of whether any event or
circumstance might have a Material Adverse Effect, or to the compliance with or
performance of any of the Borrower’s obligations under the Finance Documents;
and




	 	(b)	 	Supply to FMO, as soon as possible after the date of this
Agreement, its assigned VAT number and any other details in respect thereof.







	 	6.3.7	 	Notification of Default







	 	(a)	 	Notify FMO of any Default (and the steps, if any, being taken
to remedy it) promptly upon (and in any event not later than ten (10) Business
Days after) becoming aware of its occurrence.







	 	(b)	 	Promptly upon a request by FMO, the Borrower shall supply to
FMO a certificate signed by two of its Authorized Representatives on its behalf
certifying that no Default is continuing or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it.







	6.4	 	Insurance Covenants

	 
	 	 	The Borrower shall:







	 	6.4.1	 	maintain insurances on and in relation to its business and assets with reputable
underwriters or insurance companies in accordance with good industry practices against
those risks and to the extent as is usual for companies carrying on the same or
substantially similar business and any other insurances as may be required by Applicable
Law; and







	 	6.4.2	 	ensure that all premiums are paid on time and other obligations of the Borrower
under the insurance policies are duly complied with.




 


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	7.	 	EVENTS OF DEFAULT







	7.1	 	Events of Default

	 
	 	 	Each of the events or circumstances set out in this Section 7.1 is an Event of Default.







	 	7.1.1	 	Non-Payment

	 
	 	 	 	The Borrower does not pay on the due date any amount payable pursuant to a Finance
Document at the place at and in the currency in which it is expressed to be payable.

	 
	 	7.1.2	 	Financial Covenants

	 
	 	 	 	Any requirement of Section 6.1.1 (Financial Covenants) is not satisfied.

	 
	 	7.1.3	 	Other Obligations

	 
	 	 	 	The Borrower fails to comply with any of its obligations under any of the Finance
Documents (other than those referred to in Section 7.1.1 (Non-Payment) and Section
7.1.2 (Financial Covenants)) and such failure, being capable of remedy, is not
remedied within thirty (30) days from the date on which the Borrower became aware,
or should have become aware, of such failure.

	 
	 	7.1.4	 	Misrepresentation

	 
	 	 	 	Any representation or statement made or deemed to be made by the Borrower in the
Finance Documents or any other document delivered by or on behalf of the Borrower
under or in connection with any Finance Document is or proves to have been incorrect
or misleading in any material respect when made or deemed to be made.

	 
	 	7.1.5	 	Cross Default and Cross Acceleration







	 	(a)	 	Any Financial Indebtedness of the Borrower or any of its
Subsidiaries is not paid when due and such non-payment is not cured within the
earlier of seven (7) days or any shorter period after which such non-payment
would constitute an event of default (however described) under or with respect
to any other Financial Indebtedness of the Borrower or any of its Subsidiaries.







	 	(b)	 	Any Financial Indebtedness of the Borrower or any of its
Subsidiaries is declared to be or otherwise becomes due and payable prior to
its specified maturity as a result of an event of default (however described).







	 	(c)	 	Any commitment for any Financial Indebtedness of the Borrower
or any of its Subsidiaries is cancelled or suspended by a creditor of the
Borrower or any of its Subsidiaries as a result of an event of default (however
described) and such event of default is not cured within the earlier of seven
(7) days or any shorter period after which such event of default would
constitute an event of default (however described) under or with respect to any
other Financial Indebtedness of the Borrower or any of its Subsidiaries.




 


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	 	(d)	 	Any creditor of the Borrower or any of its Subsidiaries becomes
entitled to declare any Financial Indebtedness of the Borrower or any of its
Subsidiaries due
and payable prior to its specified maturity as a result of an event of default
(however described) and such event of default is not cured within the earlier
of seven (7) days or any shorter period after which such event of default would
constitute an event of default (however described) under or with respect to any
other Financial Indebtedness of the Borrower or any of its Subsidiaries.







	 	7.1.6	 	Involuntary Bankruptcy







	 	(a)	 	A decree or order by a court is entered against the Borrower or
any of its Subsidiaries:







	 	(i)	 	adjudging the Borrower or such Subsidiary bankrupt or
insolvent;







	 	(ii)	 	approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of, or with respect
to, the Borrower or such Subsidiary under any Applicable Law;







	 	(iii)	 	appointing an administrator (‘administrador’),
intervener (‘interventor’), controller (‘veedor’) appointed by the Central
Bank under Section 34 of Argentine Law 21,526, receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
Borrower or such Subsidiary or of any substantial part of its respective
property or other assets;







	 	(iv)	 	ordering the winding up or liquidation of its or such
Subsidiary’s affairs; or







	 	(v)	 	(v) the Central Bank (A) initiates a proceeding under
Section 34 of the Argentine Law 21,526 requesting the Borrower to submit a
plan under such Section or (B) orders a temporary, total or partial
suspension of the activities of the Borrower pursuant to Section 49 of the
charter of the Central Bank or (C) orders any general assignment for the
benefit of creditors under the restructuring process contemplated under
Section 35.bis of the Argentine Law 21,526.







	 	(b)	 	Any petition is filed seeking any of the actions set forth in
sub-Sections 7.1.6(a)(i) to (v) and is not dismissed by a competent court under
Argentine law 24,522, as amended within fifteen (15) Court Days from the date
such petition is served for the first time on the Borrower or such Subsidiary,
as the case may be, if such petition is being contested in good faith by
appropriate proceedings during such period.







	 	(c)	 	Any action is taken by the Central Bank or other Authority
seeking the liquidation of, the appointment of a receiver for, or other similar
action with respect to, the Borrower or any of its Subsidiaries.




 


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	 	7.1.7	 	Voluntary Bankruptcy

	 
	 	 	 	The Borrower or any of its Subsidiaries:







	 	(a)	 	requests a moratorium or suspension of payment of debts from
any court;







	 	(b)	 	institutes proceedings or takes any form of corporate action to
be liquidated, adjudicated bankrupt or insolvent;







	 	(c)	 	takes any step towards or in furtherance of a judicial
reorganization (‘concurso preventivo’) or an out-of-court restructuring
(‘acuerdo preventivo extrajudicial’) under Argentine law;







	 	(d)	 	consents to the institution of bankruptcy or insolvency
proceedings against it or any of its Subsidiaries;







	 	(e)	 	files a petition or answer or consent seeking reorganization or
relief under any Applicable Law, or consent to the filing of any such petition
or to the appointment of an administrator (‘administrador’), intervener
(‘interventor’), controller (‘veedor’) appointed by the Central Bank under
Section 34 of Argentine Law 21,526, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) in respect of the Borrower or any of
its Subsidiaries or of any substantial part of its or such person’s respective
property or other assets;







	 	(f)	 	agrees to or makes a general assignment for the benefit of
creditors; or







	 	(g)	 	admits in writing its inability to pay its debts generally as
they become due or otherwise becomes insolvent.







	 	7.1.8	 	Creditors’ Process

	 
	 	 	 	Any expropriation, attachment, sequestration, distress or execution affects any of
the Borrower’s assets or assets of its Subsidiaries.

	 
	 	7.1.9	 	Analogous Events

	 
	 	 	 	Any other event occurs which under any Applicable Law would have an effect analogous
to any of those events listed in Section 7.1.6 (Involuntary Bankruptcy), Section
7.1.7 (Voluntary Bankruptcy) or Section 7.1.8 (Creditors’ Process) and such event is
not discharged or dismissed within the applicable cure periods set forth in each of
such provisions.

	 
	 	7.1.10	 	Revocation; Unlawfulness; Repudiation

	 
	 	 	 	Any Finance Document or any of its provisions:







	 	(a)	 	is revoked, terminated or ceases to be in full force and effect
or ceases to provide the security intended, without, in each case, the prior
consent of FMO;







	 	(b)	 	becomes unlawful or is declared void, or it is or becomes
unlawful for the Borrower to perform any of its obligations under any Finance
Document; or




 


55









 






	 	(c)	 	is repudiated or its validity or enforceability is challenged
by any person and any such repudiation or challenge is not withdrawn within
thirty (30) days of the notice of FMO to the Borrower requiring such
withdrawal; provided that no such notice shall be required or, as the case may
be, the notice period shall terminate if and when such repudiation or challenge
becomes effective.







	 	7.1.11	 	Governmental Intervention







	 	 	 	By or under the authority of any government or other Authority:







	 	(a)	 	the management of the Borrower or any of its Subsidiaries is
wholly or partially displaced or the authority of the Borrower or any of its
Subsidiaries in the conduct of its business is wholly or partially curtailed;
or







	 	(b)	 	any of the issued shares of the Borrower or any of its
Subsidiaries or the whole or any part of its respective revenues or assets is
seized, nationalized, expropriated or compulsorily acquired.







	 	7.1.12	 	Material Adverse Effect

	 
	 	 	 	Any event or circumstance occurs which, in the opinion of FMO, could reasonably be
expected to have a Material Adverse Effect.

	 
	 	7.1.13	 	Illegality

	 
	 	 	 	It becomes unlawful in any applicable jurisdiction for FMO to perform any of its
obligations as contemplated by this Agreement or to fund or maintain any
Utilization.

	 
	 	7.1.14	 	Change of Control

	 
	 	 	 	The Major Shareholder ceases to Control the Borrower and/or any person or group of
persons acting in concert gains Control of the Borrower.

	 
	 	7.1.15	 	Moratorium; Foreign Exchange Restriction Event; Interest Rate Regulation







	 	(a)	 	Any Authority of the Country declares any general moratorium or
payment delay, refusal to pay or acknowledge a payment obligation, repudiation
or other action (whether or not formally announced) which relates to debts or
any category of debts not to be paid in accordance with their terms, or any
other event or circumstance occurs that directly or indirectly prevents the
Borrower or FMO from retaining Dollar currency within the Country, from
converting the Local Currency to Dollars or from transferring Dollars outside
the Country, or any other Foreign Exchange Restriction Event shall occur, which
prevents the Borrower from fulfilling any obligation under this Agreement or
any other Finance Document.







	 	(b)	 	The Borrower expressly waives the right to invoke any defense
of payment impossibility (including any defense under Section 1198 of the
Argentine Civil Code) or impossibility of paying in Dollars.




 


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	 	7.1.16	 	Impairment of Security

	 
	 	 	 	The Borrower does not comply with any provision of a Security Document or any
Security Document ceases to be legal, valid, binding, enforceable, effective or
perfected or is alleged by a party to it (other than the Lender) to be ineffective,
or the value of the Security has been or is threatened to be decreased.







	7.2	 	Acceleration







	 	7.2.1	 	On and at any time after the occurrence of an Event of Default, FMO may, by
notice to the Borrower, take any or all of the following actions:







	 	(a)	 	cancel all or any portion of the Available Facility whereupon
such Available Facility shall immediately be cancelled;







	 	(b)	 	declare that all or part of the Loan, together with accrued
interest, and all other amounts accrued or outstanding under the Finance
Documents, be immediately due and payable, whereupon they shall become
immediately due and payable;







	 	(c)	 	declare that all or part of the Loan, together with accrued
interest, and all other amounts accrued or outstanding under the Finance
Documents be payable on demand, whereupon they shall immediately become payable
on demand by FMO on the instructions of FMO; or







	 	(d)	 	enforce all or any part of any guarantees, collateral or other
security (including the Security) securing any obligation under any Finance
Document and apply the proceeds thereof towards amounts accrued or outstanding
under the Finance Documents,







provided that, in the event of an actual or deemed entry of an order for relief with
respect to the Borrower under Section 7.1.6 (Involuntary Bankruptcy) or Section
7.1.7 (Voluntary Bankruptcy), the obligation of FMO to fund any Utilization shall
automatically be terminated and the Loan, together with accrued interest, fees,
expenses and all other amounts accrued or outstanding under the Finance Documents,
shall automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind.




	 	7.2.2	 	The Borrower waives any right it might have to further notice, presentment,
demand or protest with respect to any acceleration, whether automatic or not, or demand
for immediate payment of all or part of amounts due under any Finance Document.




 


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	8.	 	MISCELLANEOUS

	 
	8.1	 	Changes to Lender







	 	8.1.1	 	Assignments by Lender

	 
	 	 	 	Subject to this Section 8, FMO may assign or otherwise transfer all or any of its
rights or obligations under this Agreement to another bank or financial institution
or to a trust, fund or other entity which is regularly engaged in or established for
the purpose of making, purchasing or investing in loans, securities or other
financial assets (the “New Lender”).

	 
	 	8.1.2	 	Conditions of Assignment or Transfer







	 	(a)	 	An assignment will only be effective on receipt by the Borrower
of written confirmation from the New Lender that the New Lender will assume the
same obligations to the other Parties as it would have been under if it was
FMO.







	 	(b)	 	A transfer will only be effective if the procedure set out in
Section 8.1.4 (Procedure for Transfer) is complied with.







	 	8.1.3	 	Limitation of Responsibility of FMO







	 	(a)	 	Unless expressly agreed to the contrary, FMO makes no
representation or warranty and assumes no responsibility to a New Lender for:







	 	(i)	 	the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents or any other documents;







	 	(ii)	 	the financial condition of the Borrower;







	 	(iii)	 	the performance and observance by the Borrower of
its obligations under the Finance Documents or any other documents; or







	 	(iv)	 	the accuracy of any statements (whether written or
oral) made in or in connection with any Finance Document or any other
document,







and any representations or warranties implied by law are excluded.




	 	(b)	 	A New Lender shall confirm to FMO that it:







	 	(i)	 	has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and
affairs of the Borrower and its related entities in connection with its
acceptance of any assignment by FMO of FMO’s rights or obligations under
this Agreement and has not relied exclusively on any information provided
to it by FMO in connection with any Finance Document; and







	 	(ii)	 	will continue to make its own independent appraisal
of the creditworthiness of the Borrower and its related entities while any
amount is or may be outstanding under the Finance Documents.




 


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	 	(c)	 	Nothing in any Finance Document obliges FMO to:







	 	(i)	 	accept a re-transfer from a New Lender of any of the
rights and obligations assigned or transferred under this Section 8; or







	 	(ii)	 	support any losses directly or indirectly incurred by
the New Lender by reason of the non-performance by the Borrower of its
obligations under the Finance Documents or otherwise.







	 	8.1.4	 	Procedure for Transfer







	 	(a)	 	Subject to the conditions set out in Section 8.1.2 (Conditions
of Assignment or Transfer), an assignment is effected in accordance with
sub-Section 8.1.4(b) when FMO executes an otherwise duly completed Assignment
and Assumption Agreement. FMO shall, subject to sub-Section 8.1.4(b), as soon
as reasonably practicable after receipt by it of a duly completed Assignment
and Assumption Agreement appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute
and date that Assignment and Assumption Agreement.







	 	(b)	 	FMO shall only be obliged to execute an Assignment and
Assumption Agreement delivered to it by the New Lender upon the New Lender’s
completion of all “know your customer” or other checks relating to any person
that it is required to carry out in relation to the transfer to such New
Lender.







	 	(c)	 	On the effective date of the Assignment and Assumption
Agreement:







	 	(i)	 	to the extent that in the Assignment and Assumption
Agreement FMO seeks to transfer all of its rights and obligations under
the Finance Documents the Borrower and FMO shall be released from further
obligations towards one another under the Finance Documents and their
respective rights against one another under the Finance Documents shall be
cancelled (being the “Discharged Rights and Obligations”);







	 	(ii)	 	the Borrower and the New Lender shall assume
obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as
that the Borrower and the New Lender have assumed and/or acquired the same
in place of the Borrower and FMO;







	 	(iii)	 	the New Lender shall become a Party as a “Lender”
and reference in this Agreement to “FMO” shall be construed to be
reference to the “Lender”.







	 	8.1.5	 	Copy of Assignment and Assumption Agreement to Borrower

	 
	 	 	 	FMO shall as soon as reasonably practicable after it has executed an Assignment and
Assumption Agreement, send to the Borrower a copy of that Assignment and Assumption
Agreement.




 


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	 	8.1.6	 	Disclosure of Information

	 
	 	 	 	FMO may disclose to any other person:







	 	(a)	 	to (or through) whom FMO assigns or transfers (or may
potentially assign or transfer) all or any of its rights and obligations under
this Agreement;







	 	(b)	 	with (or through) whom FMO enters into (or may potentially
enter into) any participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the Borrower;
or







	 	(c)	 	to whom, and to the extent that, information is required to be
disclosed by any Applicable Law,







any information about the Borrower, the Group and the Finance Documents as FMO shall
consider appropriate if in relation to sub-Section 8.1.6(a) or sub-Section 8.1.6(b),
when the person to whom the information is to be given has entered into a
confidentiality undertaking in a form satisfactory to FMO.




	8.2	 	Changes to the Borrower

	 
	 	 	The Borrower may not assign any of its rights or transfer any of its rights or obligations
under the Finance Documents, without the prior written consent of FMO. FMO may consent or
withhold its consent to any such assignment or transfer in its sole and absolute discretion.

	 
	8.3	 	Conduct of Business by FMO

	 
	 	 	No provision of this Agreement will:







	 	(a)	 	interfere with the right of FMO to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;







	 	(b)	 	oblige FMO to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any
claim; or







	 	(c)	 	oblige FMO to disclose any information relating to its affairs
(tax or otherwise) or any computations in respect of Tax.







	8.4	 	Payment Mechanics







	 	8.4.1	 	Payments to FMO







	 	(a)	 	On each date on which the Borrower is required to make a
payment to FMO under a Finance Document, the Borrower shall make the same
available to FMO (unless a contrary indication appears in a Finance Document)
for value on the due date at the time and in such funds specified by FMO as
being customary at the time for settlement of transactions in the relevant
currency in the place of payment.




 


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	 	(b)	 	Payment shall be made into the bank account specified below or
such other account located in New York, New York, United States of America,
specified from time to time by FMO:

	 
	 	 	 	bank account number 456.060.893.941 in the name of Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V., Anna van Saksenlaan
71, 2593 HW The Hague, The Netherlands, with ABN AMRO Bank N.V., New York
Branch, New York, NY 10017, USA, S.W.I.F.T. BIC: ABNAUS33, A.B.A.
number/Fedwire Route Code: 026 009 580, stating reference number 0000119688
(Banco de Galicia y Buenos Aires S.A. — Argentina), or to such other account
as is specified by the Lender to the Borrower from time to time.







	 	8.4.2	 	Distributions by FMO

	 
	 	 	 	On each date on which this Agreement requires an amount to be paid by FMO to the
Borrower, FMO shall make the same available to the Borrower to the relevant account
specified below or such other account specified from time to time:

	 
	 	 	 	Account No. 2000192261221 in the name of Banco de Galicia y Buenos Aires S.A., with
Wells Fargo Bank, New York, New York, U.S.A., S.W.I.F.T. BIC PNBP US 3N NYC, CHIPS
Routing Number: 509, FEDWIRE transit routing number 026005092.

	 
	 	8.4.3	 	Distributions to the Borrower

	 
	 	 	 	FMO may (with the consent of the Borrower or in accordance with Section 8.5
(Set-off)) apply any amount received by it for the Borrower in or towards payment
(on the date and in the currency and funds of receipt) of any amount due from the
Borrower under the Finance Documents or in or towards purchase of any amount of any
currency to be so applied.

	 
	 	8.4.4	 	Partial Payments







	 	(a)	 	If FMO receives a payment that is insufficient to discharge all
the amounts then due and payable by the Borrower under the Finance Documents,
FMO shall apply that payment towards the obligations of the Borrower under the
Finance Documents in the following order:







	 	(i)	 	first, in or towards payment pro rata of any unpaid
fees, costs and expenses of FMO under the Finance Documents;







	 	(ii)	 	secondly, in or towards payment pro rata of any
accrued interest, fee or commission due but unpaid under this Agreement;







	 	(iii)	 	thirdly, in or towards payment pro rata of any
principal due but unpaid under this Agreement; and







	 	(iv)	 	fourthly, in or towards payment pro rata of any other
sum due but unpaid under the Finance Documents.







	 	(b)	 	FMO may allocate amounts received to the categories, and vary
the order set out, in sub-Sections 8.4.4(a)(i) to (iv) in any manner it thinks
fit.







	 	(c)	 	Any application of payments made by FMO in accordance with
sub-Sections 8.4.4(a) or (b) above will override any application made, or
instruction given, by the Borrower with respect to such payments.




 


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	 	8.4.5	 	No Set-off by the Borrower

	 
	 	 	 	All payments to be made by the Borrower under this Agreement or any other Finance
Document shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.







	 	8.4.6	 	Business Days







	 	(a)	 	Any payment which is due to be made on a day that is not a
Business Day shall be made on the next Business Day in the same calendar month
(if there is one) or the preceding Business Day (if there is not).







	 	(b)	 	During any extension of the due date for payment of any
principal or Unpaid Sum under this Agreement interest is payable on the
principal or Unpaid Sum at the rate payable on the original due date.







	 	8.4.7	 	Currency of Account







	 	(a)	 	Subject to sub-Section 8.4.7(b) and sub-Section 8.4.7(c), the
Dollar is the currency of account and payment for any sum due from the Borrower
under any Finance Document.







	 	(b)	 	Each payment in respect of costs, expenses or Taxes shall be
made in the currency in which the costs, expenses or Taxes are incurred.







	 	(c)	 	Any amount expressed to be payable in a currency other than
Dollars shall be paid in that other currency.







	 	(d)	 	FMO may, in its sole discretion, elect to receive all or any
portion of any amount then due and payable by Borrower in Local Currency, by
notice to the Borrower, indicating the amount to be paid in Local Currency.
Payment of such amounts pursuant to such an election shall not discharge the
Borrower from any other amount payable under this Agreement or any other
Finance Document, including any amount payable as a result of any payment not
being discharged in Dollars as required under this Section 8.4.7.







	 	8.4.8	 	Change of Currency







	 	(a)	 	Unless otherwise prohibited by law, if more than one currency
or currency unit are at the same time recognized by the central bank of any
country as the lawful currency of that country, then:







	 	(i)	 	any reference in the Finance Documents to, and any
obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency
unit of that country designated by FMO (after consultation with the
Borrower); and







	 	(ii)	 	any translation from one currency or currency unit to
another shall be at the official rate of exchange recognized by the
central bank for the conversion of that currency or currency unit into the
other, reasonably rounded up or down by FMO.




 


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	 	(b)	 	If a change in any currency of a country occurs, this Agreement
will, to the extent FMO (acting reasonably and after consultation with the
Borrower) specifies to be necessary, be amended to comply with any generally
accepted conventions and market practice in the Relevant Interbank Market and
otherwise to reflect the change in currency.







	 	8.4.9	 	Payment under a Foreign Exchange Restriction Event

	 
	 	 	 	The transactions contemplated by this Agreement and the other Finance Documents are
international transactions in which the specification of Dollars as the currency of
payment and the specification of New York (or any other place outside of the
Country), as the case may be, are of the essence. Accordingly, notwithstanding
anything to the contrary in this Agreement or any other Finance Document, if the
Borrower (1) fails to maintain sufficient funds outside the Country to enable it to
comply with its obligations hereunder, or (2) is unable, due to the occurrence of
any Foreign Exchange Restriction Event or otherwise, to purchase sufficient Dollars
with Pesos on any Repayment Date or any Interest Payment Date or any other date on
which a payment is due hereunder directly at the foreign exchange market in the
Country and to subsequently transfer such Dollars abroad either into FMO’s bank
account specified in accordance with Section 8.4.1(b), the Borrower shall not be
released or excused from any obligation under this Agreement or any other Finance
Document to effect payment in Dollars or in New York (or such other place outside
the Country) and no payment in a currency other than Dollars or in another place
shall operate to discharge such obligation and the Borrower shall acquire Dollars
by: (i) purchasing with Pesos any series of “Argentine Discount Bonds” or “Argentine
Par Bonds” or any other securities or public or private bonds denominated in Dollars
and listed at the Buenos Aires Stock Exchange (the “Designated Securities”), and
subsequently transferring and selling the Designated Securities outside the Country
for Dollars in compliance with Applicable Laws of the Country; or (ii) by means of
any other procedure existing in the Country or abroad for the purchase of Dollars
and their subsequent transfer abroad. All costs and Taxes payable in connection
with the transactions contemplated by sub-paragraphs (i) and (ii) of this Section
8.4.9 above shall be borne by the Borrower.







	8.5	 	Set-off

	 
	 	 	FMO may set off any matured obligation due (whether due at scheduled maturity, by reason of
acceleration or mandatory prepayment, or otherwise) from the Borrower under the Finance
Documents against any matured obligation owed by FMO to the Borrower, regardless of the place
of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, FMO may convert either obligation at a market rate of exchange in its
usual course of business for the purpose of the set-off.

	 
	8.6	 	Notices







	 	8.6.1	 	Communications in Writing

	 
	 	 	 	Any communication to be made under or in connection with the Finance Documents shall
be made in writing and, unless otherwise stated, may be made by fax, letter or
e-mail.




 


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	 	8.6.2	 	Address and Delivery

	 
	 	 	 	Any notice or demand to be made by one person (a “first person”) to another under or
in connection with the Finance Documents may be served by depositing such notice or
demand at the address identified with the name of such other person below (or such
other address as such other person may previously have specified to the first person
in writing) or by letter posted by prepaid first-class post to such address (which
shall be deemed to have been served on the fifth day following the date of posting),
or by fax to the fax number identified with the name of such other person below (or
such other fax number as such other person may previously have specified to the
first person in writing) (which shall be deemed to have been received when
transmission has been completed), or by e-mail to the e-mail address identified with
the name of such other person below (or such other e-mail number as such other
person may previously have specified to the first person in writing) (which shall be
deemed to have been received when transmission has been completed and the recipient
provides confirmation of receipt by means of a writing which is not automatically
generated by the recipient’s e-mail system); provided that any notice to be served
on FMO shall be effective only when actually received by FMO, marked for the
attention of the department or officer specified by FMO for such purpose.







For the Borrower:




Banco de Galicia y Buenos Aires S.A.

Tte. J.D. Perón 407 (C1038AAI)

Buenos Aires, Argentina

Attention: Carlos E. López

Facsimile: +5411 6329-6484

E-mail: carlos.e.lopez@bancogalicia.com.ar




For FMO:




Nederlandse Financierings-Maatschappij

voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71, 2593 HW

The Hague, The Netherlands

Attention: Financial Institutions, Latin America & Caribbean Department

Facsimile: +31 70 314 9831

Email: MonLAC@fmo.nl


 


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	 	8.6.3	 	Notification of Address and Fax Number

	 
	 	 	 	Promptly upon a change of its address, fax number or e-mail, a Party shall notify the other Party.

	 
	 	8.6.4	 	Language







	 	(a)	 	Any notice given under or in connection with any Finance
Document must be in English.

	 
	 	(b)	 	This Agreement and each other Finance Document (other than any
Note and any Security Document governed by the laws of the Country) has been
prepared and executed in the English language. In the event of any ambiguity,
inconsistency or conflict between this English language version of this
Agreement or any other Finance Document (other than any Note or any Security
Document governed by the laws of the Country) executed in the English language,
and any Spanish or other translation thereof, the English language version
shall prevail. In the event of any ambiguity, inconsistency or conflict
between the Spanish language version of any Note or any Security Document
governed by the laws of the Country, and any English or other translation
thereof, the Spanish language version shall prevail.

	 
	 	(c)	 	All other documents provided under or in connection with any
Finance Document must be in English or, if not in English and if so required by
FMO, accompanied by a certified English translation at the Borrower’s cost and,
in this case, the English translation will prevail unless the document is a
constitutional, statutory or other official document.







	8.7	 	Calculations and Certificates







	 	8.7.1	 	Accounts

	 
	 	 	 	In any litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by FMO are prima facie
evidence of the matters to which they relate.

	 
	 	8.7.2	 	Certificates and Determinations

	 
	 	 	 	Any certification or determination by FMO of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to
which it relates.

	 
	 	8.7.3	 	Day Count Convention

	 
	 	 	 	Any interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed and a
year of 360 days or, in any case where the practice in the Relevant Interbank Market
differs, in accordance with that market practice.




 


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	 	8.7.4	 	Partial Invalidity

	 
	 	 	 	If, at any time, any provision of the Finance Documents is or becomes illegal,
invalid or unenforceable in any respect under any law of any jurisdiction, then such
provision shall be limited to the extent of such illegality, invalidity or
unenforceability, but neither the legality, validity or enforceability of the
remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.







	8.8	 	Remedies and Waivers

	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of FMO, any right or remedy
under the Finance Documents shall operate as a waiver, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise or the exercise of any
other right or remedy. The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.

	 
	8.9	 	Amendments and Waivers

	 
	 	 	Any term of the Finance Documents may be amended or waived only with the written consent of
FMO and the Borrower and any such amendment or waiver will be binding on all Parties.

	 
	8.10	 	Counterparts

	 
	 	 	Each Finance Document (other than the Notes) may be executed by facsimile or other electronic
transmission and in any number of counterparts, and this has the same effect as if the
signatures on the counterparts were on a single original copy of the Finance Document.

	 
	8.11	 	Governing law

	 
	 	 	This Agreement shall be deemed to be a contract made under, and shall be governed by and
construed in accordance with, the laws of the State of New York, United States of America,
including Sections 5-1401 and 5-1402 of the New York General Obligations Law (but excluding
any conflict of law rules that could cause the application of the laws of any other
jurisdiction), and the meaning and construction of this Agreement and the rights and duties
of the Parties hereunder shall, in all respects, be determined in accordance with such laws.

	 
	8.12	 	Arbitration







	 	8.12.1	 	Submission to Arbitration

	 
	 	 	 	At the sole option of the Lender, the Lender may by notice in writing to the
Borrower require that any dispute, controversy or claim arising out of or relating
to this Agreement, including a dispute regarding the existence, validity, breach or
termination of this Agreement (each, a “Dispute”), shall be referred to and finally
settled by arbitration under the Rules of Arbitration of the International Chamber
of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules.
If the Lender gives such notice, then subject to Section 8.12.4 (Option), the
Dispute to which such notice refers shall be resolved in accordance with this
Section 8.12 (Arbitration).




 


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	 	8.12.2	 	Procedure for Arbitration

	 
	 	 	 	The arbitral tribunal shall consist of one arbitrator who shall be a lawyer with
experience in international lending appointed in accordance with the Rules. The
seat of the arbitration shall be New York, New York and the language of the
arbitration shall be English.

	 
	 	8.12.3	 	Effect of Arbitration

	 
	 	 	 	Any award of the arbitral tribunal shall be binding from the day it is made, and the
Parties hereby waive any right to refer any question of law and any right of appeal
on the law and/or the merits to any court of law in any jurisdiction.

	 
	 	8.12.4	 	Option

	 
	 	 	 	Notwithstanding the delivery by the Lender of a notice of arbitration under Section
8.12.1 (Submission to Arbitration) with respect to any Dispute, before the
arbitrator has been appointed to determine a Dispute, the Lender may by notice in
writing to all other Parties to this Agreement require that all Disputes or a
specific Dispute be heard by a court of law. If the Lender gives such notice, the
Dispute to which such notice refers shall be determined in accordance with Section
8.13 (Court Jurisdiction).







	8.13	 	Court Jurisdiction







	 	8.13.1	 	Except for Disputes which the Lender has referred to arbitration pursuant to Section
8.12 (Arbitration), and without prejudice to the rights of the Lender to commence legal
proceedings in any other court having jurisdiction pursuant to sub-Section 8.13.2 of
this Section 8.13, any dispute, controversy or claim arising out of or relating to this
Agreement or any other Finance Document, including a dispute regarding the existence,
validity, breach or termination of this Agreement or of any of the Finance Documents
may, at the option of the Lender, be brought in the federal courts of the United States
of America located in the Southern District of New York or in the Supreme Court of the
State of New York or in any other courts having jurisdiction. The Borrower irrevocably
submits for itself and its property, to the non-exclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any relevant appellate court,
in any action or proceeding arising out of, in connection with, or relating to any of
the Finance Documents or any of the transactions contemplated thereby, or for
recognition or enforcement of any judgment, and each Party hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may
be heard and determined in such New York State court, or to the extent permitted by law,
in such federal court. Final judgment against the Borrower in any such action, suit or
proceeding shall be conclusive and may be enforced in any other jurisdiction, including
the Country, by suit on the judgment, a certified or exemplified copy of which shall be
conclusive evidence of the judgment, or in any other manner provided by law.







	 	8.13.2	 	Nothing in this Section 8.13 shall affect the right of the Lender to commence legal
proceedings or otherwise sue the Borrower in the Country or any other appropriate
jurisdiction, or concurrently in more than one jurisdiction, or to serve process,
pleadings and other legal papers upon the Borrower in any manner authorized by the
laws of any such jurisdiction.




 


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	 	8.13.3	 	The Borrower hereby irrevocably designates, appoints and empowers CT Corporation
System, with an office at the date hereof at 111 Eighth Avenue, New York, New York
10011, as its authorized agent solely to receive for and on its behalf service of
summons or other legal process in any action, suit or proceeding the Lender may bring in
New York. As long as this Agreement or any other Finance Document to which the Borrower
is a party remains in force, the Borrower shall maintain a duly appointed and authorized
agent to receive for and on their behalf service of any summons, complaint or other
legal process in any action, suit or proceeding the Lender may bring in New York, with
respect to this Agreement or that other Finance Document. The Borrower shall keep the
Lender advised of the identity and location of such agent.







	 	8.13.4	 	The Borrower also irrevocably consents, if for any reason the Borrower’s authorized
agent for service of process of summons, complaint and other legal process in any
action, suit or proceeding is not present in the State of New York, United States of
America, to the service of such papers being made out of those courts by mailing copies
of the papers by registered United States air mail, postage prepaid, to the Borrower at
its address specified in Section 8.6.2 (Address and Delivery). In such a case, the
Lender shall also send by facsimile, or have sent by facsimile, a copy of the papers to
the Borrower. Service in the manner provided in this Section 8.13 in any action, suit
or proceeding will be deemed personal service, will be accepted by the Borrower as such
and will be valid and binding upon the Borrower for all purposes of any such action,
suit or proceeding.







	 	8.13.5	 	The Borrower irrevocably waives to the fullest extent permitted by Applicable Law:







	 	(a)	 	any objection which it may have now or in the future to the
laying of the venue of any action, suit or proceeding in any court referred to
in this Section 8.13; and







	 	(b)	 	any claim that any such action, suit or proceeding has been
brought in an inconvenient forum.







	 	8.13.6	 	To the extent that the Borrower may be entitled in any jurisdiction to claim for
itself or its assets immunity in respect of its obligations under this Agreement or any
other Finance Document to which the Borrower is a party from any suit, execution,
attachment (whether provisional or final, in aid of execution, before judgment or
otherwise) or other legal process or to the extent that in any jurisdiction that
immunity (whether or not claimed) may be attributed to it or its assets, the Borrower
irrevocably agrees not to claim and irrevocably waives such immunity to the fullest
extent permitted now or in the future by the laws of such jurisdiction.







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




 


68









 












	 	8.13.8	 	To the extent that the Borrower may, in any suit, action or proceeding brought in any
of the courts referred to in sub-Section 8.13.1 or a court of the Country or elsewhere
arising out of or in connection with this Agreement or any other Finance Document to
which the Borrower is a party, be entitled to the benefit of any provision of law
requiring the Lender in such suit, action or proceeding to post security for the costs
of the Borrower, or to post a bond or to take similar action (including but not limited
to the defense of ‘excepción de arraigo’ under the Civil Procedure Code of Argentina, as
amended), the Borrower hereby irrevocably waives such benefit, in each case to the
fullest extent now or in the future permitted under the laws of the Country or, as the
case may be, the jurisdiction in which such court is located.







	8.14	 	Third-Parties

	 
	 	 	Nothing in this Agreement, express or implied, shall confer upon any person, other than the
Parties, and their successors and permitted assigns hereunder, any benefit or any legal or
equitable right or remedy under this Agreement, provided that a participant in the Loan
shall be entitled to the benefit of Section 8.15 (Waiver of Damages).

	 
	8.15	 	Waiver of Damages

	 
	 	 	To the extent permitted by Applicable Law, the Borrower shall not assert, and the Borrower
hereby waives, any claim against the Lender, any participant in the Loan or any of their
respective employees, officers, agents and sub-agents, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other Finance
Document, any other document or instrument contemplated thereby, the transactions
contemplated hereby or thereby, any action or inaction taken or not taken pursuant thereto or
in connection therewith, and the Loan or the use of the proceeds thereof.




 


69









 






	8.16	 	Survival

	 
	 	 	All covenants, agreements, representations and warranties made by or in respect of the
Borrower or any other member of the Group herein or in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Finance Document
shall be considered to have been relied upon by the Lender and shall survive the execution
and delivery of this Agreement and the making of the Loan or any Utilization, regardless of
any investigation made by the Lender and notwithstanding that the Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Finance
Document is outstanding and unpaid and so long as any commitment has not expired or
terminated. The provisions of Sections 3.9, 3.10, 3.11, 3.12 and 8.15 (Waiver of Damages)
shall survive and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loan or any Utilization, the
expiration or termination of the commitments or the termination of this Agreement or any other Finance
Document or any other provision hereof or thereof.







	8.17	 	Entire Agreement

	 
	 	 	This Agreement and the other Finance Documents constitute the entire agreement among the
parties hereto and thereto with respect to the subject matter hereof and thereof.






* * * * *




 


70












 




IN WITNESS WHEREOF, each of the Parties, intending to be legally bound hereby, have caused this
Agreement to be signed in their respective names as of the date first above written.



BANCO DE GALICIA Y BUENOS AIRES S.A.

AS BORROWER



	 	 	 	 	 
	 

Authorized Representative

	 	 

Authorized Representative
	 	 
	 
	 	 	 	 
	NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ	 	 
	VOOR ONTWIKKELINGSLANDEN N.V.,
	 	 	 	 
	AS LENDER
	 	 	 	 
	 
	 	 	 	 
	 

Authorized Representative

	 	 

Authorized Representative
	 	 






Signature page to the Term Facility Agreement




 


 









 







ANNEX A

AUTHORIZATIONS





	1.	 	Certified copy of the By-laws of the Borrower with all amendments thereto, duly registered
with the relevant Authority.







	2.	 	Certified copy of the minutes / resolution of the Board of Directors of the Borrower
approving the terms of the transactions contemplated by the Finance Documents and authorizing
a specific person to execute and sign the Finance Documents on behalf of the Borrower.







	3.	 	Certified copy of the minutes of the most recent Shareholders’ meeting of the Borrower
appointing the members of its Board of Directors, duly registered with the relevant Authority.







	4.	 	Certified copy of the relevant power(s) of attorney in case any Finance Document is signed by
attorneys.




 


72









 










ANNEX B

MANDATORY COST FORMULA





	1.	 	The Mandatory Cost is an addition to the interest rate in relation to the cost of compliance
with the requirements of the European Central Bank.







	2.	 	On the first day of each Interest Period (or as soon as possible thereafter) FMO shall
calculate a rate (the “Additional Cost Rate”) as referred to in paragraph 3.







	3.	 	The Additional Cost Rate for FMO if lending from a Participating Member State will be the
percentage determined by FMO as the cost of complying with the minimum reserve requirements of
the European Central Bank.







	4.	 	FMO shall have no liability to any person if such determination results in an Additional Cost
Rate which over or under compensates FMO.







	5.	 	Any determination by FMO pursuant to this Schedule in relation to the Mandatory Cost, an
Additional Cost Rate or any amount payable to FMO shall, in the absence of manifest error, be
conclusive and binding on all Parties.







	6.	 	FMO may from time to time, after consultation with the Borrower, determine and notify to all
Parties any amendments which are required to be made to this Schedule in order to comply with
any change in law, regulation or any requirements from time to time imposed by the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.




 


73









 










ANNEX C

CORPORATE GOVERNANCE GUIDELINES




What is corporate governance?




Corporate governance refers to the structures and processes for the direction and control of
companies that align the interests of a wide range of different stakeholders such as management,
employees, shareholders and creditors. Good corporate governance contributes to sustainable
economic development by enhancing the performance of companies and increasing their access to
outside sources of capital. Although the role of each of these stakeholders and their interactions
widely vary among countries, a good corporate governance regime helps to assure that companies use
their capital efficiently.



FMO clients will benefit from good corporate governance




Corporate governance ultimately is a matter of self-interest for companies. Good corporate
governance will enhance a client’s access to capital markets and improve corporate performance.



Access to capital markets. Strengthening investors’ confidence will trigger investors’ appetite to
invest. Furthermore, in an increasingly integrated world characterized by highly mobile capital,
investors’ expectations for more responsive corporate governance practices are something that
companies cannot afford to ignore. International flows of capital enable companies to access
financing from a much larger pool of investors and attracts more “patient” long-term capital.
Finally, improved corporate governance practices will reduce uncertainty and risks for investors as
transparency and predictability increases. This could yield higher business valuations. Adherence
to good corporate governance practices: (i) will help improve the confidence of both foreign and
domestic investors, may (ii) reduce the cost of capital, and (iii) ultimately will induce more
stable sources of financing.



Corporate performance. Good corporate governance helps to ensure that companies take into account
the interests of a wide range of constituencies, as well as of the communities within which they
operate, and that their boards are accountable to the company and the shareholders. Better
governance structures and processes improve decision-making within companies and reduce the
occurrence of conflicts between different stakeholders. The best-run companies also recognise that
business ethics and corporate awareness of the environmental and societal interest of the
communities in which they operate can have an impact on their reputation and long-term performance.



The importance of good corporate governance to FMO




In addition to the benefits to individual client companies, good corporate governance will help FMO
to reduce risks and will make a positive contribution to the development of international capital
markets.



Reducing risks. FMO faces not only investment risk, but poor governance or, in the worst cases,
corporate scandals also involve a reputational risk. Increased transparency regarding structures,
processes and financial results will reduce the likelihood of conflicts among a client’s
constituencies.



Development of international capital markets. Improving corporate governance has an impact that
goes well beyond the level of individual companies. Strengthening the confidence of investors in a
country’s companies and capital markets matters greatly to the long-term competitiveness, overall
health and vitality of national economies.


 


74









 





FMO’s approach




FMO supports the private sector in developing countries and emerging markets. FMO’s mission is to
contribute to the structural and sustainable economic growth in these countries and, together with
the private sector, obtain healthy returns. Therefore, FMO places a strong emphasis on the
corporate governance regimes of its clients, as it believes that embracing sound corporate
governance principles will be beneficial to all stakeholders of the company. FMO aims to add value
to its clients in the area of corporate governance based on the experience we have developed over
many years, investing across a wide range of markets and industries. Therefore, FMO reviews the
corporate governance regimes of its clients at an early stage, through information request lists
and discussions. FMO is able to provide technical support where needed. Additionally, FMO works
with its clients to improve corporate governance regimes and jointly develop a “Corporate
Governance Action Plan”.



The OECD Principles of Corporate Governance provide the framework for the work of FMO in this area,
identifying the key practical issues: the rights and equitable treatment of shareholders, the role
of stakeholders, disclosure and transparency, and the responsibilities of the board of directors.
The OECD principles form part of a broader international effort to promote increased transparency,
integrity and the rule of law. The Principles are non-binding, but merely serve as a reference
point. The principles focus on publicly traded companies, but are also a useful tool to improve
corporate governance in non-traded companies. The corporate governance framework should ensure that
timely and accurate disclosure is made on all material matters regarding the corporation, including
the financial situation, performance, ownership, and governance of the company. Furthermore it
should ensure the strategic guidance of the company, the effective monitoring of management by the
board, and the board’s accountability to the company and the shareholders.



The rights of shareholders




PRINCIPLE: The corporate governance framework should protect shareholders’ rights.




Basic shareholder rights include the right to: (i) secure methods of ownership registration; convey
or transfer shares; (ii) obtain relevant information on the company on a timely and regular basis;
(iii) participate and vote in general shareholder meetings; (iv) elect members of the board; and
(v) share in the profits of the corporation.



Shareholders have the right to participate in, and to be sufficiently informed on, decisions
concerning fundamental corporate changes such as: (i) amendments to the statutes, or articles of
incorporation or similar governing documents of the company; (ii) the authorization of additional
shares; and (iii) extraordinary transactions that in effect result in the sale of the company.



Shareholders should have the opportunity to participate effectively and vote in general shareholder
meetings and should be informed of the rules, including voting procedures, that govern general
shareholder meetings: (i) shareholders should be furnished with sufficient and timely information
concerning the date, location and agenda of general meetings, as well as full and timely
information regarding the issues to be decided at the meeting, (ii) opportunity should be provided
for shareholders to ask questions of the board and to place items on the agenda at general
meetings, subject to reasonable limitations, and (iii) shareholders should be able to vote in
person or in absentia, and equal effect should be given to votes whether cast in person or in
absentia.



Capital structures and arrangements that enable certain shareholders to obtain a degree of control
disproportionate to their equity ownership should be disclosed.


 


75









 





Markets for corporate control should be allowed to function in an efficient and transparent manner:
(i) the rules and procedures governing the acquisition of corporate control in the capital markets,
and
extraordinary transactions such as mergers, and sales of substantial portions of corporate assets,
should be clearly articulated and disclosed so that investors understand their rights and recourse.
Transactions should occur at transparent prices and under fair conditions that protect the rights
of all shareholders according to their class, and (ii) anti-take-over devices should not be used to
shield management from accountability.



Shareholders, including institutional investors, should consider the costs and benefits of
exercising their voting rights.



The equitable treatment of shareholders




PRINCIPLE: The corporate governance framework should ensure the equitable treatment of all
shareholders, including minority and foreign shareholders. All shareholders should have the
opportunity to obtain effective redress for violation of their rights.



All shareholders of the same class should be treated equally: (i) within any class, all
shareholders should have the same voting rights. All investors should be able to obtain information
about the voting rights attached to all classes of shares before they purchase. Any changes in
voting rights should be subject to shareholder vote, (ii) votes should be cast by custodians or
nominees in a manner agreed upon with the beneficial owner of the shares, and (iii) processes and
procedures for general shareholder meetings should allow for equitable treatment of all
shareholders. Borrower procedures should not make it unduly difficult or expensive to cast votes.



Insider trading and abusive self-dealing should be prohibited.



Members of the board and managers should be required to disclose any material interests in
transactions or matters affecting the company.



The role of shareholders in corporate governance




PRINCIPLE: The corporate governance framework should recognise the rights of shareholders as
established by law and encourage active co-operation between companies and shareholders in creating
wealth, jobs, and the sustainability of financially sound enterprises.



The corporate governance framework should assure that the rights of shareholders that are protected
by law are respected.



Where shareholder interests are protected by law, shareholders should have the opportunity to
obtain effective redress for violation of their rights.



The corporate governance framework should permit performance-enhancing mechanisms for shareholder
participation.



Where shareholders participate in the corporate governance process, they should have access to
relevant information.



Disclosure and transparency




PRINCIPLE: The corporate governance framework should ensure that timely and accurate disclosure is
made on all material matters regarding the company, including the financial situation, performance,
ownership, and governance of the Borrower.



Disclosure should include, but not be limited to, material information on: (i) the financial and
operating results of the company, (ii) company objectives, (iii) major share ownership and voting
rights, (iv) members of the board and key executives, and their remuneration, (v) material
foreseeable risk factors, (vi) material issues regarding employees and shareholders, and (vii)
governance structures and policies.


 


76









 





Information should be prepared, audited, and disclosed in accordance with high quality standards of
accounting, financial and non-financial disclosure, and audit.



An annual audit should be conducted by an independent auditor in order to provide an external and
objective assurance on the way in which financial statements have been prepared and presented.



Channels for disseminating information should provide for fair, timely and cost efficient access to
relevant information by users.



The responsibilities of the board




PRINCIPLE: The corporate governance framework should ensure the strategic guidance of the company,
the effective monitoring of management by the board, and the board’s accountability to the company
and the shareholders.



Board members should act on a fully informed basis, in good faith, with due diligence and care, and
in the best interest of the company and the shareholders.



Where board decisions may affect different shareholder groups differently, the board should treat
all shareholders fairly.



The board should ensure compliance with Applicable Law and take into account the interests of
shareholders.



The board should fulfil certain key functions, including: (i) reviewing and guiding corporate
strategy, major plans of action, risk policy, annual budgets and business plans, setting
performance objectives, monitoring implementation and corporate performance, overseeing major
capital expenditures, acquisitions and divestitures, (ii) selecting, compensating, monitoring and,
when necessary, replacing key executives and overseeing succession planning, (iii) reviewing key
executive and board remuneration, and ensuring a formal and transparent board nomination process,
(iv) monitoring and managing potential conflicts of interest of management, board members and
shareholders, including misuse of corporate assets and abuse in related party transactions, (v)
ensuring the integrity of the company’s accounting and financial reporting systems, including the
independent audit, and that appropriate systems of control are in place, in particular, systems for
monitoring risk, financial control, and compliance with the law, (vi) monitoring the effectiveness
of the governance practices under which it operates and making changes as needed, and (vii)
overseeing the process of disclosure and communications.



The board should be able to exercise objective judgement on corporate affairs independent, in
particular, from management: (i) boards should consider assigning a sufficient number of
non-executive board members capable of exercising independent judgement to tasks where there is a
potential for conflict of interest. Examples of such key responsibilities are financial reporting,
nomination and executive and board remuneration, (ii) board members should devote sufficient time
to their responsibilities.



In order to fulfill their responsibilities, board members should have access to accurate, relevant
and timely information.


 


77









 





ANNEX D

SECURITY DOCUMENTS





	1.	 	Security Agreement;

	 
	2.	 	Depositary Agreement;







	3.	 	all filings, recordings or registrations required to be filed or made in respect of any such
Security Agreement or Depositary Agreement;







	4.	 	any powers of attorney required pursuant to or in connection with the implementation or
enforcement of the Security Agreement or Depositary Agreement;







	5.	 	any other agreements, certificates and other documents entered into or delivered from time to
time in relation to the Security Agreement or Depositary Agreement; and

	 
	6.	 	such other forms of security as the Lenders may require.




 


78









 










SCHEDULE 1.

FORM OF UTILIZATION REQUEST




[BORROWER’S LETTERHEAD]




[insert date]




Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re :

	 	 	 	Utilization Request






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.







	2.	 	We hereby irrevocably request the disbursement on [insert date] (“Proposed Utilization
Date”), or as soon as practicable thereafter, of the amount of [insert amount] under the
Facility (the “Utilization”) in accordance with the provisions of Section 3.2 (Procedure for
Utilization) of the Agreement. You are requested to pay such amount at our bank account No.
[insert account number] at [insert name, address, SWIFT and other wire transfer details of
bank].







	3.	 	We hereby irrevocably request that the Utilization bear interest at [a variable interest rate
calculated in accordance with Section 3.3.1 of the Agreement][a fixed interest rate determined
in accordance with section 3.3.8 of the Agreement].







	4.	 	We certify that each of the conditions specified in [Section 5.1 (Conditions of First
Utilization) and]* Section 5.2 (Conditions of all Utilizations)[, and Section 5.3
(Conditions of each Utilization other than the first Utilization)] of the Agreement is
satisfied as of the date of this Utilization Request. This certification is effective as of
the date of this Utilization Request and shall continue to be effective as of the Proposed
Utilization Date. Should this certification be no longer valid as of or prior to the Proposed
Utilization Date, we undertake to immediately notify you in writing.





 





	 	 	 
	*	 	Reference to Section 5.1 to be included in the
Utilization Request related to the first Utilization only. Reference to
Section 5.3 to be included in each Utilization Request other than the first
Utilization Request.



 


79









 









Yours faithfully,




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.



 


80









 









SCHEDULE 2.

FORM OF UTILIZATION RECEIPT




[BORROWER’S LETTERHEAD]




[insert date]




Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re

	 	:
	 	Utilization Receipt






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.







	2.	 	We hereby acknowledge receipt on the date hereof of the sum of [insert amount of the relevant
Utilization] disbursed to us by FMO under the Agreement.






Yours faithfully,




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.



 


81









 




SCHEDULE 3.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT




ASSIGNMENT AND ASSUMPTION




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date
set forth below and is entered into by and between [Nederlandse Financierings-Maatschappij voor
Ontwikkelingslanden N.V.] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Term
Facility Agreement identified below (as amended, the “Facility Agreement”), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and
the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Facility Agreement, as of the Effective
Date inserted by the Assignor as contemplated by the Facility Agreement (i) all of the Assignor’s
rights and obligations under the Facility Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage interest identified
below of all of such outstanding rights and obligations of the Assignor under the respective
facility identified below and (ii) to the extent permitted to be assigned under Applicable Law, all
claims, suits, causes of action and any other right of the Assignor against any person, whether
known or unknown, arising under or in connection with the Facility Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.




	1.	 	Assignor:     [Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.]

	 
	2.	 	Assignee:     [_____]

	 
	3.	 	Borrower(s):     [_____]







	4.	 	Facility Agreement: The US$20,000,000 Term Facility Agreement dated as of December 17, 2010
between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V.




 


82









 











	5.	 	Assigned Interest:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	 	 	 	 
	 	 	of	 	 	Amount of	 	 	 	 
	 	 	Commitment/Loans	 	 	Commitment/Loa	 	 	Percentage Assigned of	 
	Facility Assigned	 	for all Lenders*	 	 	ns Assigned*	 	 	Commitment/Loans1	 
	[Facility]
	 	$	 	 	 	$	 	 	 	 	%	 







	6.	 	Effective Date: _____  _____, 20_____ [TO BE INSERTED BY THE ASSIGNOR]






The terms set forth in this Assignment and Assumption are hereby agreed to:



ASSIGNOR




[NAME OF ASSIGNOR]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 






ASSIGNEE




[NAME OF ASSIGNEE]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 






Acknowledged and Accepted:



BORROWER




[NAME OF THE BORROWER]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Title:
	 	 





 





	 	 	 
	*	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Effective Date.

	 
	*	 	Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Effective Date.

	 
	1	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.



 


83









 









ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION





	1.	 	Representations and Warranties.







	 	(a)	 	Assignor.

	 
	 	 	 	The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Facility Agreement or any other Finance Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Finance Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other person
obligated in respect of any Finance Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other person of any of
their respective obligations under any Finance Document.







	 	(b)	 	Assignee.

	 
	 	 	 	The Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a
lender under the Facility Agreement, (ii) it meets all requirements of a New Lender
under the Facility Agreement (subject to receipt of such consents as may be required
under the Facility Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Facility Agreement as a lender thereunder and, to the
extent of the Assigned Interest, shall have the obligations of the Assignor
thereunder, and (iv) it has received a copy of the Facility Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 6.3.1
thereof, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on
the Assignor; and (b) agrees that (i) it will, independently and without reliance on
the Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Finance Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Finance Documents
are required to be performed by it as a lender.










 


84









 











	2.	 	Payments.

	 
	 	 	From and after the Effective Date, the Borrower shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

	 
	3.	 	General Provisions.

	 
	 	 	This Assignment and Assumption shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns. This Assignment and Assumption
may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.




 


85









 




SCHEDULE 4.

FORM OF COMPLIANCE CERTIFICATE



[BORROWER’S LETTERHEAD]



[insert date]



Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re

	 	:
	 	Compliance Certificate






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.







	2.	 	We hereby confirm that no Default has occurred and is continuing. In particular, we hereby
certify that the Borrower is in compliance with Section 6.1.1 (Financial Covenants) as
follows:







	 	 	 	 	 	 	 
	Ratio	 	FMO Requirement	 	Borrower’s Actual	 
	Capital Adequacy Ratio
	 	> 11%	 	 	 	 
	Cost to Income Ratio
	 	< 85%	 	 	 	 
	Open Loan Exposure Ratio
	 	< 25%	 	 	 	 
	Unhedged Open Currency Position (short)
	 	≤ 25% of Total Capital	 	 	 	 
	Unhedged Open Currency Position (long)
	 	≤ 100% of Total Capital	 	 	 	 
	

Economic Group Exposure Ratio
	 	≤ 15%

≤ 25% for preferred guarantees	 	 	 	 
	Interest Rate Risk Ratio
	 	≥ -10% and < 10%	 	 	 	 





 


86









 





Yours faithfully,




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 






[insert applicable certification language]




[NAME OF THE AUDITORS]




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Auditors.

	 
	*	 	To be signed by an Authorized Representative of the
Auditors.



 


87









 









SCHEDULE 5.

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

[BORROWER’S LETTERHEAD]




[insert date]




Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re

	 	:
	 	Certificate of Incumbency and Authority






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.







	2.	 	I, the undersigned, [insert title] of the Borrower, duly authorized to do so, hereby certify
that the following are the names, offices and true specimen signatures of the persons each of
whom are, and will continue to be, authorized:







	 	(a)	 	to sign, on the Borrower’s behalf, any Utilization Request and Utilization
Receipt;







	 	(b)	 	to sign, on the Borrower’s behalf, all certifications and notices provided for in
the Agreement; and







	 	(c)	 	to take any other action required or permitted to be taken, done, signed or
executed, on the Borrower’s behalf, under the Finance Documents to which the Borrower
and FMO are parties.






	 	 	 	 	 	 	 	 	 
	Name	 	Office	 	 	Specimen Signature	 
	 
	 	 	 	 	 	 	 	 







	3.	 	FMO may assume that any such person continues to be so authorized until FMO receives
authorized notice from the Borrower that they, or any one of them, are no longer authorized
and certifying which person will be authorized to take the foregoing action on behalf of the
Borrower.




 


88









 










Yours faithfully,




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.



 


89









 









SCHEDULE 6.

FORM OF AUDITORS’ LETTER




[BORROWER’S LETTERHEAD]




[insert date]




[name of Auditors]

[address of Auditors]



	 	 	 	 	 
	Attention

	 	:	 	 
	 
	 	 	 	 
	Re

	 	:
	 	Auditors’ Letter






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.







	2.	 	We hereby authorize and request you to give to FMO all such information as FMO may reasonably
request regarding the accounts and operations of the Borrower; provided that you shall on or
before the date of any communication with FMO notify us and, in the case of written
communications, provide us with copies of all written communications. We have agreed to
supply that information and those statements under the terms of the Agreement, a copy of which
is hereby enclosed for your information and reference.







	3.	 	We authorize and request you to send a copy of the audited financial statements of the
Borrower and any other required documentation to FMO to enable us to satisfy, in form and
substance, our obligations under Section 6.3.1 (Financial Statements) of the Agreement. When
submitting the same to FMO, please also send, at the same time, a copy of your full report on
such financial statements.







	4.	 	Please note that under Section 6.3 (Informational Covenants) of the Agreement, we are obliged
to provide FMO with other communications, certifications and documents, and we hereby
authorize and request you to submit each such communication, certification or document to FMO,
as therein required.







	5.	 	For our records, please ensure that you send to us a copy of every letter that you receive
from FMO immediately upon receipt and a copy of each reply made by you immediately upon the
issue of that reply.




 


90









 










Yours faithfully,




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.



 


91









 









SCHEDULE 7.

FORM OF PROCESS AGENT LETTER




[PROCESS AGENT’S LETTERHEAD]




[insert date]




Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re

	 	:
	 	Process Agent Letter






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (as amended
and in effect from time to time, the “Agreement”) between Banco de Galicia y Buenos Aires S.A.
(the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
(“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in
the Agreement.







	2.	 	Pursuant to Section 8.13 (Court Jurisdiction) of the Agreement, the Borrower has irrevocably
designated and appointed the undersigned, [CT Corporation System], with offices currently
located at [111 Eighth Avenue, New York, New York 10011], as its authorized agent to receive
for and on its behalf service of process in any legal action or proceeding with respect to the
Agreement in the courts of the State of New York or the courts of the United States of America
for the Southern District of New York.







	3.	 	The undersigned hereby informs you that it has irrevocably accepted that appointment as
process agent from [insert date] until [_____],2 and agrees with you that
the undersigned shall:







	 	(a)	 	inform FMO promptly in writing of any change of its address in New York;

	 
	 	(b)	 	perform its obligations as such process agent in accordance with the relevant
provisions of the Agreement; and







	 	(c)	 	forward promptly to the Borrower any legal process received by the undersigned in
its capacity as process agent.







	4.	 	As process agent, the undersigned and its successor or successors agree to discharge the
above-mentioned obligations and will not refuse fulfillment of such obligations.





 





	 	 	 
	2	 	Appointment should be valid through date 1 year
following Termination Date.



 


92









 









Yours faithfully,




[CT CORPORATION]




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Process Agent.

	 
	*	 	To be signed by an Authorized Representative of the
Process Agent.



 


93









 









SCHEDULE 8.




FORM OF NOTE




PART I — FORM OF ACKNOWLEDGEMENT OF DEBT (‘RECONOCIMIENTO DE DEUDA’)




RECONOCIMIENTO DE DEUDA




Por el presente BANCO DE GALICIA Y BUENOS AIRES S.A. (la “Deudora”) RECONOCE INCONDICIONAL E
IRREVOCABLEMENTE ADEUDAR a NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V.,
una sociedad debidamente constituida bajo las leyes de los Países Bajos (el “Acreedor”), el monto
de US$ [•] (Dólares Estadounidenses [•]) (el “Capital”), más intereses, en virtud de haber recibido
la Deudora el Capital de parte del Acreedor en virtud del contrato de préstamo identificado como
“Term Facility Agreement” suscripto por la Deudora y el Acreedor con fecha [•] de [•] de 201[•]
(dicho contrato, junto con sus modificaciones, el “Contrato de Préstamo”), de conformidad con los
términos que se indican a continuación:




	1.	 	La Deudora pagará al Acreedor el Capital, junto a los Intereses que a continuación se
refieren, A SIMPLE DEMANDA en la fecha en que el Acreedor así se lo solicite. La Deudora
renuncia irrevocablemente, en relación con el cobro de la deuda instrumentada en este
Reconocimiento de Deuda, a notificación de cualquier índole (ya sea anterior o simultánea a la
exigencia del pago) y a la formalización de protesto, o instrumentación similar, por falta de
pago.







	2	 	El Capital devengará intereses compensatorios (los “Intereses Compensatorios”), desde la
fecha de suscripción del presente Reconocimiento de Deuda y hasta la fecha de su íntegro y
efectivo pago, a una tasa de interés anual equivalente a Tasa LIBO con más el Margen (según
ambos términos son definidos en el punto 13.1 siguiente). La tasa de interés aplicable, será
redondeada hacia arriba hasta los dos decimales más próximos.







	3.	 	Si la Deudora no pagara las sumas de Capital y/o Intereses Compensatorios previstas de
acuerdo al presente Reconocimiento de Deuda en forma íntegra y efectiva a la fecha de
solicitud de pago por parte del Acreedor, se aplicará respecto de los montos debidos e
impagos, desde la fecha en que dicho pago debiera de haber sido realizado y hasta la fecha de
su íntegro y efectivo pago, un interés punitorio, adicional a los Intereses Compensatorios,
equivalente a una tasa nominal anual del dos por ciento (2%) (los “Intereses Punitorios”).







	4.	 	La Deudora renuncia en forma incondicional e irrevocable a invocar cualquier defensa de
imposibilidad de pago (incluyendo, sin limitación, las defensas disponibles bajo el artículo
1198 del Código Civil) o cualquier defensa de imposibilidad de pago en Dólares
Estadounidenses.







	5.	 	La firma del presente Reconocimiento de Deuda no importa quita, espera, novación o
modificación alguna ni cualquier otra situación que permita presumir por parte del Acreedor,
renuncia o menoscabo, total o parcial, de sus derechos y cualquier otro derecho que surja del
Contrato de Préstamo o de cualquier otro documento relacionado directa o indirectamente con el
mismo (incluyendo, pero no limitado a, otro reconocimiento de deuda o pagaré).




 


94









 











	6.	 	El pago bajo este Reconocimiento de Deuda será efectuado por la Deudora al Acreedor, mediante
transferencia a la cuenta bancaria número 456.060.893.941 de titularidad del
Acreedor, abierta en ABN AMRO Bank N.V., sucursal Nueva York, en su domicilio en la ciudad
de Nueva York, NY 10017, Estados Unidos de América, que al día de la fecha se encuentra en
[•] (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, indicando el
número de referencia [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), a más tardar
a las 11:00 a.m., hora de la ciudad de Nueva York, del la fecha en la cual el Acreedor
solicite a la Deudora el pago de las sumas adeudadas conforme este Reconocimiento de Deuda;
o la cuenta que en el futuro el Acreedor indique a la Deudora por escrito.







	7.	 	La falta de pago frente a la solicitud del Acreedor de cualquier suma que deba ser abonada
por la Deudora bajo el presente, colocará a la Deudora automáticamente en mora, dando derecho
al Acreedor sin necesidad de interpelación judicial o extrajudicial alguna, a considerar el
plazo para el pago del Capital como vencido, provocando la aceleración de todos los plazos con
los cuales la Deudora podría considerarse con derecho y haciéndose exigible el total del
Capital con más los Intereses que correspondan hasta la fecha de la cancelación íntegra y
definitiva.







	8.	 	Todos los montos adeudados en virtud de este Reconocimiento de Deuda serán pagados libres de,
y sin deducciones por, impuestos, tasas, gastos, derechos, y/o retenciones, presentes o
futuros, de cualquier naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de
la República Argentina o de otro país extranjero, o impuestos cobrados por cualquier autoridad
impositiva de la República Argentina o de otro país extranjero. En caso de ser aplicable algún
impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado
y soportado exclusivamente por la Deudora.







	9.	 	A todos los efectos de este Reconocimiento de Deuda, la Deudora constituye domicilio en [•],
Ciudad de Buenos Aires, Argentina.







	10.	 	Se reconoce irrevocablemente que este Reconocimiento de Deuda confiere al Acreedor la acción
procesal ejecutiva en los términos y con el alcance de los artículos 520, 523 y concordantes
del Código Procesal Civil y Comercial de la Nación, contra la Deudora.







	11.	 	La ley aplicable al presente documento será la de la República Argentina. A todos los efectos
legales derivados del mismo, la Deudora se somete irrevocable, firme e incondicionalmente a la
jurisdicción y competencia no exclusiva de los tribunales comerciales con asiento en la Ciudad
de Buenos Aires, Argentina, o de cualquier tribunal federal o estatal que se encuentre en el
Municipio de Manhattan, ciudad de Nueva York, Estados Unidos de América, que el Acreedor
pudiese escoger, renunciando a cualquier otro fuero o jurisdicción que le pudiera
corresponder.







	12.	 	Todas las notificaciones que se deban cursar a la Deudora, sean judiciales o extrajudiciales,
serán remitidas al domicilio constituido por ésta en el presente, sin poder modificarlo fuera
de la circunscripción de la Ciudad de Buenos Aires, destacándose que cualquier cambio de
domicilio deberá ser notificado al Acreedor en forma fehaciente y en tiempo oportuno, bajo
apercibimiento de tener a la correspondiente parte por notificada en el aquí constituido.




 


95









 











	13.1.	 	Los términos que en este Reconocimiento de Deuda comienzan con letra mayúscula y no empiecen
oración, tendrán el significado que a continuación, o en el resto del documento, se les
asigna:







“Bancos de Referencia” significa tres bancos comerciales líderes con actividad en el mercado
interbancario de Londres seleccionados por el Acreedor.




“Día de Cotización” significa, en relación a cualquier período en referencia al cual se deba
calcular una tasa de interés, dos (2) Días Hábiles previos al primer día de ese período de
interés, a menos que la práctica sea diferente en el mercado interbancario de Londres, en
cuyo caso el Día de Cotización será determinado por el Acreedor de acuerdo a las prácticas
del mercado interbancario de Londres (y, si normalmente se diesen cotizaciones de bancos
líderes en el mercado interbancario de Londres en más de un día, el Día de Cotización será
el último de esos días).




“Día Hábil”, es un día, distinto a sábado y domingo, en el cual los bancos se encuentran
abiertos al público en New York, Estados Unidos de América, y Londres, Inglaterra.




“Dólares Estadounidenses” o “US$”, es la moneda de curso legal de los Estados Unidos de
América.




“Intereses”, son conjuntamente los Intereses Compensatorios y los Intereses Punitorios.




“Margen”, es una tasa del 4,95% anual.




“Reconocimiento de Deuda”, es el presente documento mediante el cual Banco de Galicia y
Buenos Aires S.A. reconoce tener una deuda con Nederlandse Financierings-Maatschappij Voor
Ontwikkelingslanden N.V., en los términos aquí establecidos.




“Tasa LIBO”, significará:




	 	(i)	 	la Tasa de Referencia; o







	 	(ii)	 	(Si la Tasa de Referencia no está disponible para el período correspondiente)
la Tasa LIBO será el promedio aritmético de las tasas (redondeado hacia arriba al
tercer punto decimal más próximo) informadas al Acreedor a su requerimiento y cotizadas
por los Bancos de Referencia, a bancos líderes en el mercado interbancario de Londres;
y si alguno de ellos no informase la correspondiente cotización a las 11:00 a.m. del
Día de la Cotización, la Tasa LIBO será calculada exclusivamente por el Acreedor en
base al resto de las cotizaciones informadas por los otros Bancos de Referencia;







disponible a las 11:00 am, hora de la ciudad de Londres, Inglaterra, del Día de Cotización,
para la oferta de depósitos en Dólares para un período comparable al período de interés en
cuestión.




“Tasa de Referencia” significa, con relación a la Tasa LIBO, la Tasa de Liquidación de la
Asociación de Banqueros Británicos (“ABB”) (British Bankers Association for U.S. Dollar
LIBOR) correspondiente en Dólares Estadounidenses para el período correspondiente, que
aparece en la correspondiente página Reuters. Si dicha página es reemplazada o el servicio
deja de estar disponible, el Acreedor podrá seleccionar otra página o servicio que publique
la tasa correspondiente.


 


96









 






	13.2.	 	Los términos definidos se utilizan indistintamente tanto en singular como en plural.







	14.	 	El presente reconocimiento de deuda por parte de la Deudora se formula de modo irrevocable e
incondicional y se considera aceptado por el Acreedor.







	15.	 	El presente título es suscripto por la Deudora ante un escribano público debidamente
matriculado, el cual (i) certifica la identidad del firmante, como así también su personería y
sus facultades para otorgar el presente, y (ii) registra dichas certificaciones en su
protocolo notarial, a los efectos de dotar al presente del carácter de título ejecutivo en los
términos del artículo 523, inciso 2do. del Código Procesal Civil y Comercial de la Nación.






Ciudad de Buenos Aires, República Argentina, [•] de [•] de 201[•].

Firmado por y en representación de BANCO DE GALICIA Y BUENOS AIRES S.A.



                                       
 3

Nombre:

Cargo:




[Free English Translation of the Above Form of Acknowledgment of Debt — For Reference Purposes]




ACKNOWLEDGMENT OF DEBT (‘RECONOCIMIENTO DE DEUDA’)




BANCO DE GALICIA Y BUENOS AIRES S.A. (the “Debtor”) HEREBY UNCONDITIONALLY AND IRREVOCABLY
ACKNOWLEDGES CERTAIN INDEBTEDNESS owing to NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR
ONTWIKKELINGSLANDEN N.V., a corporation duly organized and existing under the laws of the
Netherlands (the “Creditor”), an amount of US$ [•] (Dollars [•]) (the “Principal Amount”), plus
interest, by virtue of having received the Principal Amount from the Creditor under a loan
agreement, executed by and between Debtor and Creditor on [•], 201[•] (said agreement, together
with its amendments, the “Term Facility Agreement”), in accordance with the following terms:




	1.	 	Debtor shall pay Creditor the Principal Amount, together with the Interests referred below,
ON DEMAND, on the date the Creditor requests. Debtor hereby irrevocably waives, in connection
with the collection or enforcement of the debt under this Acknowledgement of Debt, any kind of
notice (prior or simultaneous to payment demand) and any protest, or any similar act, for
default in payment.





 





	 	 	 
	3	 	Firma, personería y facultades certificadas por
escribano público



 


97









 










	2	 	The Principal Amount shall accrue regular interest (“Regular Interest”) from the execution
date of this Acknowledgment of Debt and up to the date of its actual payment in full, at a
rate per annum equal to LIBOR plus Margin (as both terms are defined in 13.1 below). The
applicable interest rate will be rounded upwards to the nearest two decimal points.







	3	 	If Debtor fails to pay the Principal Amount and/or Regular Interest provided in this
Acknowledgment of Debt in full on the date of Creditor’s demand, any amount remaining due and
unpaid shall accrue default interest, in addition to Regular Interest, from the due date of
payment to the date of its actual payment in full, at an interest rate equal to two percent
(2%) p.a. (“Default Interest”).







	4.	 	The Debtor hereby unconditionally and irrevocably waives any right to claim any impossibility
of payment as a defence (including without limitation, the defences available under Section
1198 of the Civil Code) or any impossibility of payment in Dollars.







	5.	 	Execution of this Acknowledgment of Debt shall not entail a debt reduction, extension of the
terms for payment, novation or other amendment, and shall not be construed as a total or
partial waiver or impairment of the rights of Creditor or any other right under the Term
Facility Agreement or under any other document directly or indirectly related thereto
(including without limitation, another acknowledgment of debt or promissory note).







	6.	 	Payment under this Acknowledgment of Debt shall be made by the Debtor to the Creditor, by
wire transfer to Creditor’s bank account number 456.060.893.941 with ABN AMRO Bank N.V., New
York Branch, United States of America, at its address in New York City, NY 10017, United
States of America, which as of the date hereof is [•] (S.W.I.F.T. BIC: ABNAUS33, A.B.A.
number/Fedwire Route Code: 026 009 580, indicating reference number [•] (Banco de Galicia y
Buenos Aires S.A. — Argentina)), not later than 11:00 a.m., New York City time, on the date
Creditor demands Debtor payment of amounts due under this Acknowledgment of Debt; or at any
other account that the Creditor may designate in the future by written notice to Debtor.







	7.	 	In the event of failure by the Debtor to pay any amount hereunder on Creditor’s demand, the
Debtor shall be automatically in default, whereupon the Creditor — without any judicial or
extrajudicial notice — shall be entitled to regard the full Principal Amount as due and
payable, as a result of which all terms that Debtor may consider to be entitled to shall be
accelerated and the Principal Amount shall be due and payable in full, as well as Interest
accrued thereon until the date of full and final payment.







	8.	 	Any and all amounts owing under this Acknowledgment of Debt shall be paid free and clear of,
and without any deduction by reason of, any present or future taxes, charges, expenses, duties
and/or withholdings of any nature or kind, assessed in the federal or provincial jurisdictions
of Argentina or elsewhere, and taxes assessed by any tax authority in Argentina or elsewhere.
In the event that any such tax, charge, expense, duty and/or withholding is applicable, it
shall be paid and borne solely by the Debtor.







	9.	 	For all purposes arising from this Acknowledgment of Debt, the Debtor establishes an address
for notices at [•], City of Buenos Aires, Argentina.




 


98









 











	10.	 	The Debtor hereby irrevocably acknowledges that this Acknowledgment of Debt confers the
Creditor the right to file expedited proceedings (“juicio ejecutivo”) in the terms and within
the scope of Sections 520, 523 and related provisions of the Argentine Code of Civil and
Commercial Procedure, against the Debtor.







	11.	 	This instrument shall be governed by and construed in accordance with the laws of Argentina.
For all legal purposes arising herefrom, the Debtor irrevocably and unconditionally agrees to
submit to the non-exclusive jurisdiction of commercial courts located in the City of Buenos
Aires, Argentina, or any federal or state court with a seat in the Borough of Manhattan, New
York City, United States, as selected by Creditor; the Debtor hereby waives the right to any
other applicable venue or jurisdiction.







	12.	 	Any and all notices to the Debtor hereunder, whether judicial or extrajudicial, shall be sent
to the addresses for notices designated by it herein, which shall not be changed to another
address outside the City of Buenos Aires. Any change of address shall be notified to the
Creditor in writing in a timely fashion; otherwise, the relevant party shall be deemed to be
notified at the address for notices designated herein.







	13.1.	 	Capitalized terms used in this Acknowledgment of Debt (except at the beginning of a
sentence) shall have the meanings established below:







“Acknowledgment of Debt” means this document whereby Banco de Galicia y Buenos Aires S.A.
acknowledges its indebtedness owing to Nederlandse Financierings-Maatschappij Voor
Ontwikkelingslanden N.V., in the terms established herein.




“Business Day” means any day, other than a Saturday or Sunday, when banks are open in New
York, United States of America and London, England.




“Dollars” or “US$” means the lawful currency of the United States.




“Interest” means Regular Interest and Default Interest.




“LIBOR” means, in relation to any Interest Period:




	 	(a)	 	the applicable Screen Rate; or







	 	(b)	 	(if no Screen Rate is available for the relevant period) LIBOR shall mean the
arithmetic mean of the rates (rounded upwards to the nearest three decimal points) as
supplied to Creditor at its request quoted by the Reference Banks, to leading banks in
the London interbank market; and, if any of such banks would not supply the relevant
quotation by 11:00 a.m. on the Quotation Day, LIBOR shall be solely calculated by
Creditor based upon quotations supplied by the other Reference Banks;







as at 11:00 am, London city time, on the Quotation Day, for the offering of deposits in
Dollars for a period comparable to the relevant interest period.




“Margin” means 4.95% per annum.


 


99









 






“Quotation Day” means, in relation to any period for which an interest rate is to be
determined, two (2) Business Days before the first day of that period unless market practice
differs in London interbank market, in which case the Quotation Day will be determined by
Creditor in accordance with market practice in London interbank market (and if quotations
would normally be given by leading banks in London interbank market on more than one day,
the Quotation Day will be the last of those days).




“Reference Banks” means three leading commercial banks active in London interbank market
selected by Creditor.




“Screen Rate” means in relation to LIBOR, the British Bankers Association (BBA) Interest
Settlement Rate for Dollars for the relevant period, displayed on the appropriate page of
the Reuters screen. If the agreed page is replaced or service ceases to be available,
Creditor may specify another page or service displaying the appropriate.




	13.2.	 	Defined terms shall be used in both the singular and plural forms.







	14.	 	This acknowledgement of debt by the Debtor is irrevocable and unconditional and is deemed
accepted by the Creditor.







	15.	 	This instrument is executed by the Debtor before a Notary Public duly qualified to act as
such, who (i) certifies the identity of the signatories and their powers to sign this
instrument, and (ii) will keep such certifications in the Notary’s records (“protocolo
notarial”), so that this instrument is eligible for expedited proceedings in the terms of
Section 523(2) of the Argentine Code of Civil and Commercial Procedure.






Done and signed in Buenos Aires, Argentina, on this [•], 201[•].



Signed for and on behalf of BANCO DE GALICIA Y BUENOS AIRES S.A.




                                       
  4

Name:

Title:



 





	 	 	 
	4	 	Signature, legal capacity and authority to be certified
by a notary public.



 


100









 





PART II — FORM OF PROMISSORY NOTE (‘PAGARÉ’)




PAGARÉ




	 	 	 
	     US$ [•]

	 	Ciudad de Buenos Aires, Argentina, [•] de [•] de 20[•]






Por valor recibido, nosotros, BANCO DE GALICIA Y BUENOS AIRES S.A., una sociedad anónima
debidamente constituida conforme a las leyes de la República Argentina (el “Prestatario”), por el
presente incondicionalmente prometemos pagar, y pagaremos, a la vista, a la orden de Nederlandse
Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (el “Prestamista”), una sociedad
debidamente constituida conforme a las leyes de los Países Bajos, la suma de capital [•] de Dólares
de los Estados Unidos de América (US$ [•]), con más los intereses compensatorios devengados por
dicho capital desde la fecha del presente hasta la presentación y efectivo pago de este Pagaré a la
tasa de interés del [•]5 por ciento ([•]%) anual, pago que efectuaremos en moneda de
curso legal y forzoso de los Estados Unidos de América, en fondos inmediatamente disponibles por el
Prestamista, mediante la acreditación en la cuenta número 456.060.893.941 abierta a nombre del
Prestamista en ABN AMRO Bank N.V., sucursal Nueva York, cuyo domicilio al día de la fecha se
encuentra en [•], New York, NY 10017, Estados Unidos de América (S.W.I.F.T. BIC: ABNAUS33, A.B.A.
number/Fedwire Route Code: 026 009 580, indicando el número de referencia [•] (Banco de Galicia y
Buenos Aires S.A. — Argentina)), a más tardar a las 11:00 a.m., hora de la ciudad de Nueva York,
en la fecha en que este Pagaré sea presentado para su pago. El Prestamista podrá designar una nueva
cuenta por escrito.



En caso de falta de pago del capital y/o de los intereses a la presentación del presente Pagaré, se
devengarán sobre tales montos impagos, y hasta su efectiva cancelación, en forma adicional a los
intereses compensatorios, intereses punitorios a una tasa del dos por ciento (2%) anual.



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



Por el presente, el Prestatario renuncia irrevocablemente a los derechos de presentación, demanda,
protesto, falta de pago o aceptación, y notificación de cualquier índole que se relacione con el
presente Pagaré, y a invocar cualquier defensa de imposibilidad de pago (incluyendo, sin
limitación, las defensas disponibles bajo el artículo 1198 del Código Civil) o cualquier defensa de
imposibilidad de pago en Dólares de los Estados Unidos de América. El Prestatario acuerda en forma
irrevocable que este Pagaré podrá ser presentado para el cobro por el Prestamista dentro del plazo
de 10 (diez) años contados a partir de la fecha de su libramiento.


 





	 	 	 
	5	 	Completar, a satisfacción de FMO, con la tasa de
interés que sea aplicable a la fecha de emisión del Pagaré de acuerdo al art.
3.3.8 (‘Fixed Interest Rate Option’) del Term Facility Agreement.



 


101









 









Por el presente, el Prestatario constituye domicilio, a todos los efectos de este Pagaré, en [•],
Ciudad de Buenos Aires, Argentina, y se somete irrevocablemente a la jurisdicción no exclusiva de
los tribunales comerciales con asiento en la Ciudad de Buenos Aires, Argentina, o de cualquier
tribunal federal o estatal que se encuentre en el Municipio de Manhattan, ciudad de Nueva York,
Estados Unidos de América, que el Prestamista pudiese escoger, para todos los efectos relacionados
con el presente Pagaré. El presente Pagaré se regirá e interpretará de acuerdo con las leyes de la
República Argentina.



Firmado por y en representación de Banco de Galicia y Buenos Aires S.A.




                                       
  6

Nombre: [•]

Cargo: [•]




[Free English Translation of the Above Form of Promissory Note — For Reference Purposes]




PROMISSORY NOTE (‘PAGARÉ’)




	 	 	 
	     U.S. Dollars [•]

	 	City of Buenos Aires, Argentina, [•] [•], 20[•]






FOR VALUE RECEIVED, we, BANCO DE GALICIA Y BUENOS AIRES S.A., a sociedad anónima duly organized
under the laws of Argentina (the “Borrower”) unconditionally promise to pay, and will pay, ON
DEMAND, to the order of Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (the
“Lender”), a company duly organized under the laws of The Netherlands, the principal sum of [•]
United States Dollars (U.S. Dollars [•]), together with regular interest accrued on such principle
sum from the date hereof to the date of such demand and full payment at a fixed rate per annum
equal to [•]7 percent ([•] %) in lawful money of the United States of America in
immediately available funds by credit to the account number 456.060.893.941 opened in the name of
Lender at ABN AMRO BANK N.V., New York branch, located on the date hereof at [•], New York, NY
10017, United States of America (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026
009 580, indicating reference number [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), not
later than 11:00 a.m. New York City time on the date this Promissory Note is presented for payment.
The Lender may designate a new account in writing.



If the Borrower fails to pay the principal and/or interest upon presentation of this Promissory
Note for payment, default interest shall accrue on such due amounts up to the date of actual
payment, in addition to regular interest, at a rate of two percent (2%) per annum.



Any and all amounts owing under this Promissory Note shall be paid free and clear of, and without
any deduction by reason of, any present or future taxes, charges, expenses, duties and/or
withholdings of any nature or kind, assessed in the federal or provincial jurisdictions of
Argentina or elsewhere, and
taxes assessed by any tax authority in Argentina or elsewhere. In the event that any such tax,
charge, expense, duty and/or withholding is applicable, it shall be paid and borne solely by the
Borrower.


 





	 	 	 
	6	 	Firma, personería y facultades certificadas por
escribano público

	 
	7	 	To be completed, to FMO’s satisfaction, with the
interest rate applicable on the date of execution of the Promissory Note
according to Section 3.3.8 (‘Fixed Interest Rate Option’) of the Term Facility
Agreement.



 


102









 









The Borrower hereby irrevocably waives presentment, demand, protest, dishonor and notice of any
kind in connection with this Promissory Note, and waives any right to claim any impossibility of
payment as a defense (including without limitation, the defenses available under Section 1198 of
the Civil Code) or any impossibility of payment in Dollars of the United States of America. The
Borrower hereby irrevocably agrees that this Promissory Note may be presented by the Lender at any
time within the term of ten (10) years from the date of its execution.



The Borrower hereby establishes an address, for all the purposes of this Promissory Note, in [•],
City of Buenos Aires, Argentina, and irrevocably submits to the non-exclusive jurisdiction of
commercial courts located in the City of Buenos Aires, Argentina, or any Federal or State court
located in the Borough of Manhattan, City of New York, United States of America, as the Lender may
elect, for all purposes in connection with this Promissory Note. This Promissory Note shall be
governed by and construed in accordance with the laws of the Republic of Argentina.



Signed for and on behalf of Banco de Galicia y Buenos Aires S.A.




                                       
  8

Name: [•]

Title: [•]




 


	 	 	 
	8	 	Signature, legal capacity and authority to be certified
by a notary public.





 


103









 





SCHEDULE 9.

EXCLUDED ACTIVITIES




The Borrower shall not finance any activity involving:




	1.	 	Production or activities involving forced labour9 or child labour10.







	2.	 	Production or trade in any product or activity deemed illegal under host country laws or
regulations or international conventions and agreements.

	 
	3.	 	Production or trade in11:







	 	a.	 	weapons and munitions;

	 
	 	b.	 	tobacco; and

	 
	 	c.	 	hard liquor.







	4.	 	Gambling, casinos and equivalent enterprises12.

	 
	5.	 	Any business relating to pornography or prostitution.

	 
	6.	 	Trade in wildlife or wildlife products regulated under CITES13.







	7.	 	Production or use of or trade in hazardous materials such as radioactive
materials14, unbounded asbestos fibres and products containing PCBs15.







	8.	 	Cross-border trade in waste and waste products unless compliant to the Basel Convention and
the underlying regulations.

	 
	9.	 	Drift net fishing in the marine environment using nets in excess of 2.5 km in length.







	10.	 	Production, use of or trade in pharmaceuticals, pesticides/herbicides, chemicals, ozone
depleting substances16 and other hazardous substances subject to international
phase-outs or bans.





 





	 	 	 
	9	 	Forced labour means all work or service, not
voluntarily performed, that is extracted from an individual under threat of
force or penalty as defined by ILO conventions.

	 
	10	 	Employees may only be taken if they are at least 14
years old, as defined in the ILO Fundamental Human Rights Conventions (Minimum
Age Convention C138, Art. 2), unless local legislation specifies compulsory
school attendance or the minimum age for working. In such cases the higher age
shall apply.

	 
	11	 	This applies when these activities are a substantial
part of a project sponsor’s primary operations.

	 
	12	 	This applies when these activities are a substantial
part of a project sponsor’s primary operations.

	 
	13	 	CITES: Convention on International Trade in Endangered
Species or Wild Fauna and Flora.

	 
	14	 	This does not apply to the purchase of medical
equipment, quality control (measurement) equipment and any other equipment
where EFP considers the radioactive source to be trivial and/or adequately
shielded. Additionally, FMO will finance the mining and enrichment of uranium
ores for nuclear energy and other non-military use, but will not finance the
production of high enrichment (weapons grade) uranium in countries that have
signed and ratified and are honouring the Treaty on the Non-Proliferation of
Nuclear Weapons.

	 
	15	 	PCBs: Polychlorinated biphenyls, a group of highly
toxic chemicals. PCBs are likely to be found in oil-filled electrical
transformers, capacitors and switchgear dating from 1950-1985.



 


104









 










	11.	 	Significant17 conversion or degradation of Critical Habitat18.

	 
	12.	 	Production and distribution of racist and anti-democratic media.

	 
	13.	 	Significant alteration, damage, or removal of any critical cultural heritage19.

	 
	14.	 	Relocation of Indigenous Peoples20 from traditional or customary lands.





 





	 	 	 
	16	 	Ozone Depleting Substances: Chemical compounds, which
react with and delete stratospheric ozone, resulting in “holes in the ozone
layer”. The Montreal Protocol lists ODs and their target reduction and
phase-out dates.

	 
	17	 	Significant conversion or degradation means the (1)
elimination or severe diminution of the integrity of a habitat caused by a
major, long-term change in land or water use; or (2) modification of a habitat
that substantially reduces the habitat’s ability to maintain viable population
of its native species.

	 
	18	 	Critical habitat is a subset of both natural and
modified habitat that deserves particular attention. Critical habitat includes
areas with high biodiversity value that meet the criteria of the World
Conservation Union (IUCN) classification, including habitat required for the
survival of critically endangered or endangered species as defined by the IUCN
Red List of Threatened Species or as defined in any national legislation; areas
having special significance for endemic or restricted-range species; sites that
are critical for the survival of migratory species; areas supporting globally
significant concentrations or numbers of individuals of congregatory species;
areas with unique assemblages of species or which are associated with key
evolutionary processes or provide key ecosystem services; and areas having
biodiversity of significant social, economic or cultural importance to local
communities. Primary Forest or forests of High Conservation Value shall be
considered Critical Habitats.

	 
	19	 	Critical cultural heritage consists of (i) the
internationally recognized heritage of communities who use, or have used within
living memory the cultural heritage for long-standing cultural purposes; and
(ii) legally protected cultural heritage areas, including those proposed by
host governments for such designation.

	 
	20	 	The term “Indigenous Peoples” is used in a generic
sense to refer to a distinct social and cultural group possessing the
following characteristics in varying degrees:






	 	(i)	 	self-identification as members of a distinct indigenous cultural group and
recognition of this identity by others;

	 
	 	(ii)	 	collective attachment to geographically distinct habitats or
ancestral territories in the project area and to the natural
resources in these habitats and territories;

	 
	 	(iii)	 	customary cultural, economic, social, or political institutions that
are separate from those of the dominant society or culture; and

	 
	 	(iv)	 	an indigenous language, often different from the official language of the
country or region.




 


105









 









SCHEDULE 10.

FORM OF ELIGIBLE SUB-LOAN REPORT




[BORROWER’S LETTERHEAD]




[insert date]




Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

Anna van Saksenlaan 71

2593 HW The Hague, The Netherlands




	 	 	 	 	 
	Attention

	 	:
	 	Financial Institutions, Latin America & Caribbean Department
	 
	 	 	 	 
	Re

	 	:
	 	Eligible Sub-loan Report






Dear Sirs:




	1.	 	Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the
“Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but
not defined herein have the meanings assigned to them in the Agreement.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Initial	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eligible	 	 	Amount prior	 	 	Scheduled	 	 	Scheduled	 	 	 	 	 	 	Amount as of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Description	 	 	 	 
	 	 	Sub-loan	 	 	to Payment	 	 	Principal	 	 	Principal	 	 	Principal	 	 	Payment	 	 	Interest	 	 	Interest	 	 	Interest	 	 	 	 	 	 	 	 	 	 	BCRA	 	 	 	 	 	 	 	 	 	 	of Use of	 	 	Collateral	 
	 	 	Amount	 	 	Date	 	 	Due	 	 	Paid	 	 	Prepayment	 	 	Date	 	 	Due	 	 	Paid	 	 	Rate*	 	 	Maturity	 	 	Industry	 	 	Rating	 	 	Assets**	 	 	Sales**	 	 	Proceeds	 	 	***	 
	Sub-borrower/
borrower of pledged
loan 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower/
borrower of pledged
loan 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


106









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Initial	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eligible	 	 	Amount prior	 	 	Scheduled	 	 	Scheduled	 	 	 	 	 	 	Amount as of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Description	 	 	 	 
	 	 	Sub-loan	 	 	to Payment	 	 	Principal	 	 	Principal	 	 	Principal	 	 	Payment	 	 	Interest	 	 	Interest	 	 	Interest	 	 	 	 	 	 	 	 	 	 	BCRA	 	 	 	 	 	 	 	 	 	 	of Use of	 	 	Collateral	 
	 	 	Amount	 	 	Date	 	 	Due	 	 	Paid	 	 	Prepayment	 	 	Date	 	 	Due	 	 	Paid	 	 	Rate*	 	 	Maturity	 	 	Industry	 	 	Rating	 	 	Assets**	 	 	Sales**	 	 	Proceeds	 	 	***	 
	Sub-borrower/
borrower of pledged
loan 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower/
borrower of pledged
loan 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








	 	 	 
	*	 	Specify if fixed or floating

	 
	**	 	USD equivalent as of latest date available (within 3 months prior to disbursement request
date)

	 
	***	 	Detailed description of the collateral, including latest valuation, latest valuation date,
and valuation method used.





Yours faithfully,




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title*:
	 	 	 	 	 	Title*:	 	 





 





	 	 	 
	*	 	To be signed by an Authorized Representative of the
Borrower.

	 
	*	 	To be signed by an Authorized Representative of the
Borrower.



 


107









 









SCHEDULE 11

METHODOLOGY FOR CALCULATION OF CAPITAL ADEQUACY RATIO




PART 1: CALCULATION OF RISK-BASED ASSETS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Book Value	 	 	Credit Risk	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	of On-	 	 	Equivalent of	 	 	 	 	 	 	 	 	 	 	Risk	 
	 	 	Balance	 	 	Off-Balance	 	 	 	 	 	 	Risk	 	 	Weighted	 
	 	 	Sheet Items	 	 	Sheet Items	 	 	Total	 	 	Weight	 	 	Value	 
	I. Asset Class	 	(A)	 	 	(B)	 	 	(A)+(B)=(C)	 	 	(D)	 	 	(C)x(D)=(E)	 
	(a) Cash
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	%	 	 	 	 
	(b) Claims on central governments and
central banks denominated in national
currency and funded in that currency.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	%	 	 	 	 
	(c) Other claims on Organization for
Economic Cooperation and Development
(OECD) central governments
and central banks.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	%	 	 	 	 
	(d) Claims collateralized by cash of
OECD central government securities or
guaranteed by OECD central government.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	%	 	 	 	 
	(e) Claims on domestic public-sector
entities, excluding central
government, and loans guaranteed by
such entities.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50	%	 	 	 	 
	(f) Claims on multilateral development
banks (e.g. IBRD, IDB, etc.) and
claims guaranteed by, or
collateralized by securities issued by
such banks.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20	%	 	 	 	 
	(g) Claims on banks incorporated in
OECD and loans guaranteed by OECD
Incorporated banks.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20	%	 	 	 	 
	(h) Claims on banks incorporated in
countries outside the OECD with a
residual maturity of up to one year
and loans with a residual maturity of
up to one year guaranteed by banks
incorporated in countries outside the
OECD.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20	%	 	 	 	 
	(i) Claims on non-domestic OECD
public-sector entities, excluding
central government, and loans
guaranteed by such entities.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20	%	 	 	 	 
	(j) Cash items in process of
collection.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	%	 	 	 	 
	(k) Loans fully secured by mortgage on
residential property that is or will
be occupied by the borrower or that is
rented.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50	%	 	 	 	 





 


108









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Book Value	 	 	Equivalent of	 	 	 	 	 	 	 	 	 	 	Risk	 
	 	 	of Balance	 	 	Off-Balance	 	 	 	 	 	 	Risk	 	 	Weighted	 
	 	 	Sheet Items	 	 	Sheet Items	 	 	Total	 	 	Weight	 	 	Value	 
	I. Asset Class	 	(A)	 	 	(B)	 	 	(A)+(B)=(C)	 	 	(D)	 	 	(C)x(D)=(E)	 
	(l) Claims on private
sector.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(m) Claims on banks
incorporated outside the
OECD with a residual
maturity of over one year.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(n) Claims on central
governments outside OECD
(unless denominated in
national currency — and
funded in that currency -
see above).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(o) Claims on commercial
companies owned by the
public sector.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(p) Premises, plant and
equipment and other fixed
assets.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(q) Real estate and other
investments (including
non-consolidated investment
participations in other
companies).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(r) Capital instruments
issued by other banks
(unless deducted from
capital).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(s) Deferred tax assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	(t) All other assets
(unless deducted from
capital).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	%	 	 	 	 
	Deduct:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(u) Claims secured by
shares of the Borrower, or
used to purchase shares of
the Borrower.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(v) Deferred tax assets in
excess of 10% of Gross Tier
1 Capital (see Part 2)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(w) Risk Weighted Assets
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


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PART 2: CREDIT CONVERSION FACTORS FOR OFF-BALANCE SHEET ITEMS




	 	 	 	 	 
	 	 	Credit Conversion	 
	Instruments	 	Factors	 
	1. Direct substitutes, e.g. general guarantees of indebtedness
(including standby letters of credit serving as financial
guarantees for loans and securities) and acceptances (including
endorsements with the character of acceptances).
	 	 	100	%
	2. Certain transaction-related contingent items (e.g.
performances bonds, bid bonds, warranties and standby letters of
credit related to particular transactions).
	 	 	50	%
	3. Short-term self-liquidating trade-related contingencies (such
as documentary credits collateralized by the underlying
shipments).
	 	 	20	%
	4. Sale and repurchase agreements and asset sales with recourse,
where the credit risk remains with the Borrower.
	 	 	100	%
	5. Forward asset purchases, forward deposits and party-paid
shares and securities, which represent commitments with certain
drawdown.
	 	 	100	%
	6. Note issuance facilities and revolving underwriting
facilities.
	 	 	50	%
	7. Other commitments (e.g. formal standby facilities and credit
lines) with an original maturity over one year.
	 	 	50	%
	8. Similar commitments with an original maturity of up to one
year, or which can be unconditionally canceled at any time.
	 	 	0	%







 


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