Exhibit 2.2

TRADUCCIÓN PÚBLICA / CERTIFIED TRANSLATION

ARGENTINE JUDICIARY

Buenos Aires, April 14, 2004.a

I.

A.Six objections of different kinds were filed to theacuerdo preventivo
extrajudicial["APE"] formulated by Multicanal S.A.
["Multicanal" or the "debtor"]. Such objections were filed by the following: the
Argentine Tax Authority (Administración Federal de Ingresos Públicos)
["AFIP"], Mr. Luis Menocchio, Credit Suisse First Boston London Branch, Deutsche Bank A.G. New York Branch,
Mr. Hernán Osvaldo Basterreix, Osvaldo Atilio Prato Esq. on behalf of certain bondholders, and State Street Bank and Trust Co.

For
the purpose of providing a clear and full description of the objections and the explanations provided by the debtor, I will first resolve the objections that I consider substantially
similar and then will address each of the presentations filed in these proceedings [the "APE Proceeding"].

B.From a comprehensive reading of the file of the APE Proceeding as of the date hereof I find it adequate to point out a
series of actions.

Multicanal
sought in its initial presentation an order for the opening of the APE Proceeding.

At
such procedural stage the petition was denied because the debtor had failed to attach the aggregate necessary consents to meet the statutory majorities, according to ruling appearing
on pages 16.587/9 (volume 83).

It
should be noted that for confirmation of an APE it is necessary that the consents be duly evidenced and that the majorities be met at the time of filing of the request for
confirmation, pursuant to Section 72 of the Argentine Bankruptcy Law ["ABL"]. This is because the
out-of-court preparation of the proceeding is the feature that distinguishes the APE from aconcurso preventivoproceeding.
Consequently, on December 17, 2002 the Court issued, after the bondholders' meeting was held, the ruling appearing on page 17,633order for publication of noticesonce
the requirements set forth in Section 72 of the ABL had been metstatutory majorities, among othersfor the purposes of Section 74 of the ABLnotice
communicating the existence of [an APE] agreement.

It
should be noted that should it be deemed from the outset that the case involved an APE, [the Court] would have not denied standing as a party to the
bondholders who filed the reversal request appearing on page 16,926 and would have ordered a stay of individual actions existing as of such date, which did not occur.

To
gather the majorities the debtor requested the Court to convene a bondholders' meeting, and described a series of circumstances that prevented the Trustee from doing so (see page 38
item 11.1.6). The Court deemed that the explanations provided by the debtor were insufficient and required that The Bank of New York itself provide such explanations, since Section 45 bis of
the ABL establishes an order of priority for the calling of a bondholders' meeting; first the Trustee and then the Court.

The
reasons why The Bank of New York refused to convene the meeting having been specified; on September 22, 2003 the [Court] issued the order appearing on
pages 16,897/905 (volume 84).

Certain
bondholders raised, on pages 16,910/20, an objection to:a) the inadmissible "judicialization" of an
"out-of-court" institute, the application of bankruptcy regulations to these APE

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Proceedings.
They claimed that the unanimous regime contemplated in the LON [Argentine Negotiable Obligations Law] and in the LS [Argentine Companies
Law] should prevail;b) they challenged the qualification thereof as a preliminary proceeding and; c) criticized the system adopted for the computation of
votes of the bondholders within the scope of Section 45 bis of the ABL. On page 16,921
the objection was dismissed on the grounds that it was prematurely raised since the due procedural stage for the filing thereof was the stage for the raising of objections provided for in
Section 75 of the ABL.

At
this stage I will specifically consider such objections.

PRELIMINARY MEASURES.

The objection that challenges the fact that that proceeding was identified as a preliminary proceeding or preliminary measure (Section 323 of the Civil
Procedure Code Procedural Code by reference of Section 278 of the ABL) is baseless since, regardless of the label given to such measure, it involved taking the position of the Trustee and
exercising the authority conferred by Section 45 bis of the ABL to convene the meeting as authorized by law. The fact is that if the Trustee was not willing or was unable [to call
for the meeting], two consequences stem from its actions. First, the Trustee may be held liable, if applicable, by the relevant person. Second, upon its failure to convene the meeting the
Court acted as expressly provided in the referred provision.

Likewise,
it is not relevant to analyze the court or out-of-court nature of the APE, since upon analyzing the operation of this legal mechanism and the system of
objections provided therefore, one will notice that it is not so "out-of-court" as its name may suggest. In sum, the "out-of-court" aspects of the
mechanism do not prevent the potential intervention of the court of relevant jurisdiction in the manner conducted in these APE Proceedings.

UNANIMITY OR MAJORITIES.

It is known that under the rules of companies law [LS](Section 354) as well as under the rules of negotiable obligations law
[LON] (Section 14) in order to amend the terms of issuance of the kind of loan at stake (instrumented as bonds) the consent of allthe term used is
"unanimous"the holders is necessary.

In
contrast, the ABL emerges as the special law for the gathering of majorities in proceedings applicable in times of a crisis.

Different
arguments may be found to discard any doubt as to the applicability of the system of the ABL as the regulatory framework in case of an APE, even in cases involving bondholders,
a conclusion reached by this Court on pages 16,897/905 (see volume 84).

First,
the most significant difference existing between such regimes lies in that LON and LS are to be applied in situationsin bonisand
not when the estate undergoes critical stages as is the case of the ABL.

It
is precisely for the above reasona situation of crisisthat the above regulation (applicable to trust indenture agreements) is set aside. Thus, the bankruptcy
regulations emerge, and prevail as a consequence of the crisis.

I
thus consider that the ABL, in the absence of a specific rule, prevails over general rules such as Section 14 of the LON and Section 354 of the LS.

Since
the APE as well as the rest of the bankruptcy proceedings are majorities proceedings, the regime provided in the ABL in this respect is indispensable.

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Therefore,
although creditors involved are creditors enrolled in a "special category of public savings" or are financial consumers "supervised" by the Government through the Securities
Exchange Commission (Comisión Nacional de Valores)as they have been denominatedthe truth is that the ABL
prevails over such cases. This does not involve, contrary to what has been contended in
this issue, a privileged situation exempted from the general hardships undergone by the rest of the citizens.

In
sum, after the amendment introduced by Law 25,589 to the former Section 76to which constitutionality I will refer laterit is clear that the unanimous
consent is inapplicable, since consistent with that understanding, the [APE] mechanism also produces effects on those who have not given their consent.

Having
determined that it involves a majorities proceeding, unanimity is discarded.

Next,
I hold that neither do I share the criterion held by those who state that a subsequent law (Law 25,589) amended the regime in force at the time of issuance of the bonds, since it
is well known that Law 23,576 already contained the provision arising from Section 29 of the LON in which express references to reorganization (concurso
preventivo) and liquidation (quiebra) proceedings are made, it must therefore be understood by analogy (Argentine Civil Code
["civ"]: 16) that as the APE is a reorganization proceeding (another type of reorganization proceeding) the effects of
such Section [29] shall be extensive to it.

Furthermore,
Section 29 of the LON established, and still establishes today, that bonds issued in series shall be governed by the regime applicable to debentures contemplated in
the ABL, which currently and with the amendment introduced by Law 25,589 arises from Section 45 of the ABL and Section 45 bis of the ABL (as I will later explain).

Integration
of rules based on the application of the ABL is not capricious but obeys to the need of providing the problem a solution in line with this field of the law (on interpretation
and integration of rules in the field of bankruptcy law seeRouillón, Adolfo, "Régimen de concursos y quiebras", Ed. Astrea, p.
339).

In
other words, the application of the general principles as a source of self-integration requires, as an essential prior element, the non-existence of
regulations applicable to the case (LL:1999:D:1229).

In
sum, the systematic framework of the issue is provided by Law 24,522 (as amended by Law 25,589) plus the bankruptcy rules with which it must abide (Section 69 of the ABL et
seq.).

In
fact: the APE regulated in Chapter VII is a "type of bankruptcy proceeding" or, in other words, a bankruptcy proceeding with certain other features that distinguish it from the
former, leaving aside the distinction that may be drawn between suspension of payments and general economic and financial
difficulties (notions that seem to indicate that the APE is a proceeding that has a larger scope due to the kind of situation of crisis it is intended to address).

In
support of this argument it may be held that from a global standpoint of the issue, the trust indenture agreement has been the means, as is the practice in international contracts, to
facilitate the placement of securities, both domestically and abroad. The trust indenture agreement governs the most significant issues of the bonds and the powers, rights and obligations of the
parties thereto, but it cannot be construed to exclude the regulatory framework applicable in dispute resolutions.

Moreover,
even under the terms of the trust indenture agreement, the petition for an APE proceeding amounts to an additional event of default. This arises from the Trust Indenture
Agreement dated February 3, 1997, in Section Six "Events of DefaultsRemedies available for the Trustee and the Bondholders" (see Clause 6.1.j, particularly items II and III
on page 5048volume 22) and also from application of Section 753 of the Argentine Civil Code. This, in addition to what is reflected on pages 5,747/8 (volume
25) [and] pages 6,594/5 (volume 30).

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In
any case, in accordance with this interpretation, even if such would not be accepted, there is no provision contrary thereto barring this interpretation.

As
a logical consequence I reject the application of the regime of unanimity provided in Section 354 of the LS and Section 14 of the LON.

ABL: 45 or 45 BIS.

The application of Section 45 bis of the ABL to bondholders is ancillary to the above conclusion even when the case involves an APE.

The
Argentine Supreme Court has held that "the first rule for law interpretation is to give full effect to the lawmakers' intention (...) thus avoiding any
construction that results in the collision of legal provisions, destroying ones by others and adopting instead the interpretation that reconciles the provisions affording value and effect to all of
them"(citation:Fallos: 304:1403).

In
doing so, the term "spirit of the law", an element that civ:16 offers as a tool to resolve gaps existing in the law, is afforded its true meaning, (Ferreiro
Rubio, in the volume Bueres, Alberto J. "Código Civil...", T. I, page 28 et seq.).

Thus,
I resolved that Section 45 bis of the ABL was applicable on the grounds I set forth on pages 16.897/905 (see page 16.902 item. B).

The
above conclusion is not inconsistent with the APE proceeding regulated under Chapter VII of the ABL.

In
fact: APE + 45 bis may co-exist since they do not exclude each other.

Either
in the frame of a reorganization proceeding (concurso preventivo) or in the frame of an APE proceeding, Section 45 bis of
the ABL has its own autonomy. Its rationale resides in the kind of claim involved, bonds issued in series that originate from a single loan, where bondholders loose their individual identity
vis-à-vis the loan, characteristics that call for a special solution in line with the described situation. Thus, the manner in which majorities are gathered
under Section 45 of the ABL is different because the kind of situation contemplated in the referred article is also different.

First,
an innovative regime is established, different from the one provided in Section 45 of the ABL. In such context and in spite of the fact that Section 73 of the ABL
lacks an express reference to Section 45 bis of the ABLSection 73 of the ABL only refers to Section 45 of the ABLits applicability to APEs cannot be
denied.

The
type of claim (bonds) is more relevant than the proceeding elected (whether an APE or a Reorganization Proceeding (concurso
preventivo)), since in any event the provision of Section 45 bis of the ABL is autonomous and can perfectly co-exist either with one or the other kind of
proceeding.

In
sum, in my opinion this clause of the ABL provides an answer to the need of gathering the affirmative or negative vote of bondholders, regardless of the kind of proceeding (APE or
Reorganization Proceeding (concurso preventivo)) to which it may apply.

To
hold the contrary would upset the minimum order that legal provisions must have within the system they comprise, which must remain consistent and complete, at least in the sense that
"its provisions must allow resolving any legal problem consisting in determining the legal consequences of any event" (see: Kalinowski, G. "Introducción a la lógica
jurídica" trad. J. A. Casaubon, p. 62, EUDEBA, Bs. As. 1973cited
byCarlos I. Massini Correas "Determinación del Derecho y Directivas de la Interpretación Jurídica"in LL:10/03/04 p. 1 et seq.)

Although
the legislator did not make any reference to Section 45 bis of the ABL in Section 73 of the ABL, this does not mean in any manner that such provision is
incompatible with the APE.

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These
two regimes (Section 45 and 45 bis of the ABL) compose the framework of Law 25,589. Is this contradictory? It may be so but at least it leaves the door open to the
construction made by this Court. There are no specific impediments that mandate from refraining from such construction. And if such impediment does not exist, I incline myself for the new regime. The
reason therefore may be found in the need to provide consistency to the APE, more related to this bondholders' meeting than to the gathering of the majorities required for a reorganization proceeding
(concurso preventivo) (Section 45 of the ABL).

HOW SHOULD SECTION 45 BIS OF THE ABL BE READ?

And moreover as regards the detraction of the absentees and those who abstained from voting.

First: in view of the apparent legal gap, there are two standpoints, the one held by the APE opponents who contend that the debtor must
obtain the majorities computed from the aggregate liabilities and that the absentees should count as a negative vote (as in the case of a reorganization proceeding (concurso
preventivo) by application of Section 45 of the ABL), vis-à-vis the other one held by Multicanal that considers that the absentees
and those who abstain should not be counted.

Although
the interests of bondholders should be afforded the most broad and effective protection, from the two existing standpoints, I incline myself for the solution more in line with
the general principles of bankruptcy law, i.e., the continuation of the operations of the company, additional explanation which I will consider in more detail later.

There
are no legal provisions in force that would prevent me from establishing the computation of the majorities subtracting such claims from the claims that form the basis of the
calculation and I understand that this is the most correct solution.

Second: it should be noted that the wording of the law expressly states that the bondholders "will meetat a bondholders' meeting" and that "thereat theparticipantswill express their approval or
rejection of the proposal". Thus I conclude that the only possible means of participating isattending the meeting and voting affirmatively or negatively at such meeting.

Furthermore,
the law demands that in order to grant approval the bondholder must indicate to which alternative such bondholder adheresshould several alternatives
existin the event that the proposal be approved (Section 45 bis of the ABL, item 2°), fact that also persuades me of the correctness of the adopted solution.

In
light of the above, the following legal consequence arises from the wording of the law: the basis for computation to determine if the majority of votes was obtained, given the use of
the term "participants" is, precisely, the one that comprises the votes present that, in addition, are cast at such meeting.

Third: no one may be surprised, at least in these proceedings, by the regime applied, since the system to be applied for the computation
of the votes was expressly announced with enough time in advance. The notice was made reasonably in advance and the meeting was broadly communicated.

The
place of residence of certain foreign creditors (the distance involved) does not affect the above because even when they attempt to find excuses on the grounds of the amount of
traveling expenses and other similar problems (the gathering of documents), the truth is that those seem irrelevant vis-à-vis the type and amount of the claims
that they hold. Such arguments are not persuasive when the claims as to which they are made exceed US$5 million (see page 65 of Huff's presentation).

Therefore,
it seems reasonable to compute only the will of those that undertake the responsibility of approving or rejecting a decision and not to leave the fate of the APE in the hands
of absentees or those who abstained from voting.

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This
has been the criterion held in the ruling that ordered convening the bondholders' meeting as a consequence of the Trustee's failure to act (for several reasons, which I need not
analyze herein), and which the Court was called to decide and so it actually did exercising the authority vested by the ABL (Sections 274 and 278 of the ABL).

It
should be noted that in several occasions, under the same line of interpretation (that is in line with the ultimate goals of a reorganization proceeding
(concurso preventivo), i.e. to preserve the continuation of the business), courts have decided to exclude the AFIP from the computation of majorities
since such agency, upon the formulation of a plan of reorganization, usually abstains from voting on the grounds that it lacks statutory authority to do so.

Therefore,
there exist "exclusion" cases that are different from the ones provided in Section 45 of the ABL. Such cases either arise from events of exclusion provided in
regulations different from the bankruptcy law [itself], or as results of construing Section 45 of the ABL integrated with basic civil code regulations (Sections 21, 953,
1071, etc. of the Argentine Civil Code) so as to avoid disregarding a specific case due to a specific provision, that may be in many cases, inadequately regulated.

And
this is what has actually happened with the interpretation attached to Section 45 bis of the ABL, which actually results in a new case of exclusion, either in a reorganization
proceeding (concurso preventivo) as well as in an APE.

Finally,
we should bear in mind the situation of crisis within which the rule of exclusion of absentees has been applied.

This
calls for assessing two antagonistic positions from an axiological standpoint and in these times (of economic and financial crisis).

But
the conservation of business is not a sufficient ground, since this is only half of the truth.

On
which other grounds do I consider that the application of Section 45 bis of the ABL is feasible?.

As
an hypothesis, it can be contended that a prospective denial of the APEas a result of not applying Section 45 bis of the ABLwould not prevent the
debtor from filing a petition for a voluntary reorganization proceeding (concurso preventivo).

The
filing of such petition for a reorganization proceeding (concurso preventivo) would not affect the continuation of the business.

What
would be the purpose thereofallow the debtor to file its reorganization proceedingknowing that this Court will then again apply the regime of
Section 45 bis of the ABL, but now in a reorganization proceeding (concurso preventivo)?. None.

I
simply hold that dismissing the APE at this stage would involve an increase in the delay and would result in a waste of jurisdictional effort and additional cost, which would benefit
no one.

REQUIREMENTS OF THE APE.

The last ground for objection is based on the failure to file the consent of the unsecured commercial creditors. The opponents hold that the consent of the
unsecured commercial creditors involved cannot be presumed.

By
way of principle, no objection may be raised since this does not even amount to a presumption. Such presumption is non-existent since it is absolutely certain that if the
terms agreed upon are complied with, no gathering of consents is necessary.

It
should be noted that the terms and conditions of payment of the unsecured commercial creditors have not been altered. In my opinion, the class is not impaired by virtue of the plan,
and it is

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categorically
concluded that each holder of claims or rights of such class has accepted the plan and that the gathering of consents from the holders of claims or rights is not necessary.

This
interpretation provided by Multicanal, based on the antecedent of U.S. law, is reasonable and compatible with the APE. Maybe in another context a different solution would be arrived
at because this is not a principle of permanent application. Moreover, such situation is not considered in breach of thepar conditio creditorum.This
could be serious if this class of creditors that will be paid 100% of their claims held a significant percentage of the total liabilities, so that the burden resulting from the debt reduction or debt
extension would unequally fall upon the different classes of creditors, but this is not the case. The amount of the referred claims has no major impact since as per the unchallenged calculations, such
claims represent a figure slightly above 3% of all the unsecured creditors, thus this issue deserves no further comments.

As a corollary of the above it may be held that:a) the regime of the ABL overrides the
application of LON and LS,;b) even lacking an express reference in Section 73 of the ABL to Section 45 bis of the
ABL, the latter is also applicable to APEs; andc) the subtraction of the claims held by absentees and those who abstained from voting at the meeting
regulated by Section 45 bis of the ABL is the sense that should prevail upon making a global interpretation of such provision.

Hereinbelow
I will decide on each of the six presentations pending consideration.

II.    OBJECTION FILED BY THE AFIP

On
pages 17808/17811 (and supplementary page 18,107) the AFIP opposes the confirmation of APE on the grounds that the debtor partially failed to declare in the list liabilities a claim
held by AFIP (which amount and items it specified).

Considering
that the initial presentation specified that the only creditors to which the APE would apply with the effect of altering their repayment conditions would be those included in
the class of "Unsecured Financial Creditors" and that the tax claims would fall within the class of "Unsecured Non-Financial Creditors" the AFIP seeks an express declaration of whether the
claims held by it are included or not within the terms of the APE formulated by Multicanal.

In
an additional clause included in the referred presentation, Multicanal stated that since no change had been requested as regards such claims, the decision confirming the
[APE] will not bear effects on the potential claims held by AFIP.

Since
the claims invoked by AFIP stem from social security obligations and in view that the terms of the APE offered by the debtor does not cover claims as the one described, as
acknowledged by the debtor, the objection has become abstract.

Thus,
IRESOLVE:to declare that the issue raised by the AFIP is abstract, assessing court costs and litigation expenses
(costas) on each party, as incurred.

III.  OBJECTION FILED BY MR. LUIS MENOCCHIO.

On
pages 18077/18083 Luis Raúl Menocchio opposes to the confirmation on the grounds that his claim was not disclosed.

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He
claims to have executed with Multicanal a purchase agreement relating to stock of several companies and that, upon default in performance of its obligations by the debtor,
Mr. Menocchio filed a court action in the Republic of Paraguay.

He
held that the failure of listing his claimnot even as a disputed claimamounted to an accounting fraud affecting both the assets (where the shareholding
interest is not recorded) as well as the liabilities (since the amount owed and unpaid on account of the purchase and sale was not recorded).

As
regards the standing to object, Mr. Menocchio contends that although his claim involves a claim pending and in litigation and that it would not fall within the list of
opponents mentioned in the first paragraph of Section 75 of the ABL, the referred provision should be construed in view of the goals thereof and he concludes that as result of having a legal
interest in the confirmation he was entitled to object thereto.

In
the alternative, in the event that his standing would be denied, he raised the unconstitutionality of Section 75 of the ABL, and offered evidence.

Finally,
he informed that he had made partial assignments of his claim.

On
pages 18319/21 appears Multicanal's answer to the above objections. Multicanal contends that Mr. Menocchio lacks standing to oppose to the APE. Multicanal alleges that
Mr. Menocchio is not a creditor since the existence of the claim he invoked is being disputed in court. Multicanal states that there is no accounting fraud as Menocchio contends, since the
financial statements as of June 30, 2003 and September 30, 2003 contain a detailed description of the matter invoked by the petitioner. Multicanal states that the unconstitutionality
raised is ineffective and abstract.

Finally,
Multicanal contended that notwithstanding the foregoing Menocchio could not invoke any damage since the APE establishes that, upon a prospective court acknowledgement of the
claim alleged by Menocchio, such claim would fall within the class of "Unsecured Non-Financial Creditors" as regards which the APE has no effects.

A.    Opening of the Evidence Stage:

I hereby hold that in view of the considerations that I will make in item B below, I can issue a decision based on the records appearing in the file, and
therefore I will not open the evidence stage requested by the opponent in his presentation.

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B.    Standing:

I do not share the thesis alleged by Multicanal, as to the strictness of the standing to oppose the APE. In sum, although disputed, if it were established that
[the debtor] fraudulently omitted disclosing any claim, such circumstance could be a reason to deny confirmation of the APE; if not it would be an event that the Court cannot
disregard.

However,
in the case under analysis, the account fraud did not exist as we will see hereinbelow.

C.    Accounting fraud and challenge of the financial statements:

The objection is baseless since, as the debtor points out, the prospective claim and the litigation invoked were not omitted. This is reflected by reading
Note 7:a"Acquisition of cable systems in the Republic of Paraguay"as regards the Financial Statements issued as of June 30, 2003 and
September 30, 2003 appearing on page 18.189 (volume 88). There, the commercial operation as well as the existence of the litigation heard by the courts in Paraguay were clearly
explained.

It
may be concluded that the claim at stake was not omitted, less still that Multicanal exercised a fraudulent conduct. As a consequence thereof, the ground provided in
Section 75, first paragraph, of the ABL does not exist.

From
another standpoint, and as regards the standing of the opponent, challenged by the debtor, I understand that the gap in the law could result in that an omitted disputed
creditorof significancecould become grounds to deny confirmation of the APE. Hypothetically, let's imagine a claim, that although disputed, would exceed in its amount all the
outstanding claims. However, this is not the case under analysis, where the amount involved in the litigation (as a maximum contingency) represents approximately 20% of its class (unsecured
non-financial creditors), class that exceeds the amount of 62 million dollars (Annex 6) whereas it represents approximately 1% of the total liabilities.

D.    Unconstitutionality of Section 75 of the ABL:

The unconstitutionality raised is denied on the grounds that it is abstract, in light of the manner how the principal issue was elucidated in item A second
paragraph and what will be held hereinbelow in item E.

E.    Scope of the APE:

Finally, and apart from the prior objections that were denied, the truth is that the APE would not amend the status of the claim held by Mr. Menocchio.
Even in the hypothesis that the disputed claim be allowed in the future, such claim would be included in the "unsecured non-financial creditors" class, as which the APE has no effects as
specified in the terms thereof, therefore and this is definitory the original titles of such claims are not altered in any manner.

Consequently,
IRESOLVE:to dismiss this objection.

IV.    OBJECTION FILED BY CREDIT SUISSE FIRST BOSTON LONDON BRANCH.

The
opponent specified on page 18.122after having answered the request made by the Court on page 18.089that its objection to the APE was subject
to the condition that the Court would establish that: a) Multicanal had the intention to exclude the rest of the creditors from the benefits offered to certain other creditors as informed by a
third party; b) that María A. Depretini and Fontana, ABNAMRO Bank Fideicomiso Revel, Angel Jesús Miselli and/or Deutsche Bank AG New York did
not

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present
their consent to the APE proposal according to the formalities established by the ABL and that consequently, the debtor did not obtain the majorities required by Section 73 of the ABL.

Multicanal
contended on pages 18.323/8 first, that not only was the document filed to evidence authority seriously flawed, but also that the wording thereof reflected that the
attorneys were lacking authority to oppose to the confirmation of the APE.

Notwithstanding
the foregoing, the objection is not such for two essential reasons:



A.    Lack of standing:

The lack of standing of Cecilia M. Mairal, Esq. who contends to be the representative of Credit Suisse First Boston London Branch (see page 18.122) is
essential for the dismissal of this objection.

The
document that attempts to evidence the agency that the bank institution would have conferred does not reflect that the attorney was vested with authority to object under the terms of
Section 75 of the ABL. Such lack infringes the strict formality that must prevail in this kind of proceeding for exercising rights purposes.

Even
if a term was granted to cure the omission, any objection raised under Section 75 of the ABL would be untimely.

B.    Non-existence of an objection:

Multicanal's standpoint is correct in pointing to the absence of a formal objection since under the regime applicable to this stage of the proceeding, it is not
possible to raise "conditional" objections in the described terms.

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Moreover,
the allegations on which CSFB attempts to base its objection exceed the grounds established by Section 75 of the ABL, since such allegations refer to statements raised
by third parties that would have influenced the adoption of decisionsgrant of special benefitsunknown at the time of signing the APE and that as I mentioned above are foreign
to this proceeding and to this stage of objections in which we are. In any event, I point out that no evidence was offered supporting the opponent's standpoint (Section 377 of the Civil
Procedure Code by reference made in Section 278 of the ABL) who bears, as in every case, the burden of proof.

Thus,
IRESOLVE:to dismiss the above objection.

V.    PRESENTATION OF DEUTSCHE BANK A.G. NEW YORK BRANCH.

Having analyzed the two presentations made by the financial institution (see page 17.969 and page 18.114) such presentations do not qualify as an
objection under Section 75 of the ABL, but only as a series of allegations intended, in any case, to leave record of a certain dissatisfaction. Therefore, the presentation must be rejected. No
court costs and expenses (costas) are assessed since the matter did not strictly involve a procedural incident
(incidente).

VI.    OBJECTION FILED BY HERNÁN OSVALDO BASTERREIX.

On
pages 17681/82 Hernán Osvaldo Basterreix opposes the confirmation, substantially on the following grounds:



On
pages 18300/18317 appears the reply filed by Multicanal which substantially refers to the economic-financial situation that Argentina underwent from the end of 2001 and its
impact on Multicanal, and to the novel aspects of the APE mechanism. Multicanal explained that the election of financial statements dated as of June 30, 2003 was not arbitrary since the company
prepares quarterly closings and the referred one pertained to the closing immediately preceding the date of court filing of the APE (August 12, 2003), as regards such accounts the revision
proceedings established in Technical Resolution No. 7 of the Argentine Chartered Accountants Association (Federación Argentina de Consejos Profesionales
de Ciencias Económicas) had been complied with.

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Multicanal
pointed out that the certification of the computation of the majorities mandated by Section 72, subsection 5, of the ABL had not been attached to the initial
filing since the celebration of the bondholders meeting which was finally held on December 10, 2003, was still pending. Once the bondholders meeting was held, with the results of the voting and
the approvals granted by non-bondholder creditors, the majorities were calculated on the basis of the accounting records duly filed, to such end the amounts pertaining to the approvals and
rejections were
re-expressed as of June 30, 2003 values as regards the accrual of interest, calculation of CER and the exchange rate (comparing approvals and rejections at values as of
June 30, 2003 with accounting records of such claims as of June 30, 2003).

Notwithstanding
the foregoing, Multicanal attached accounting certifications reflecting that even in the case that the calculation of majorities would be prepared on the basis of
financial statements dated as of September 30, 2003 or as of November 30, 2003 the majorities required by law were obtained.

Multicanal
stated that there were no unsecured creditors excluded from the APE proposal and that such unsecured creditors did not constitute the aggregate liabilities since the creditors
holding priority claims were also included within the aggregate liabilities, however for the purposes of the APE they were not included in the list of liabilities, in compliance with the express
mandate of the ABL.

Multicanal
described the guidelines taken into account for the calculation of the majorities in the case of "Unsecured Financial Creditors" and the ones taken into account in the case of
"Unsecured Non-Financial Creditors" (bondholders on the one part and commercial creditors on the other).

Multicanal
indicated that the unsecured non-financial creditors were encompassed in the APE and that the proposal addressed to them consisted of the strict performance of the
conditions established in their respective titles.

Finally,
Multicanal stated that the presumption of acceptance by these creditors has been implicitly confirmed by absolutely all the members of this class by the fact that no objection
or challenge whatsoever was brought [by such creditors] against the APE.

As
to the bondholders, Multicanal stated that Section 45 bis of the ABL allowed not taking absentees into account in the base of calculation of the majorities. The voting regime
of Section 45 bis of the ABL had special features since it was created by lawmakers to provide an answer to the special characteristics of bonds issued in series. This special regime, providing
for "non-computation" of absentees and those who abstained from voting has the goal of providing a valid legal means designed to allow companies that placed their debt through the issuance
of such bonds to overcome such difficulties with the support of their creditors.

The
provision refers to those who "participate" at the meeting, such term must be understood as applicable to those "in attendance" whilst the term "rejection from the rest" indicates
that the absences and abstentions should not be taken into account for the purpose of calculation.

Multicanal
added that prior to the bondholders meeting, newspapers of large circulation in Argentina, the United States and Luxembourg had publicized the mechanism for computation of
votes. Later, the bondholder creditors who decided to attend the meeting met and voiced their approval or rejection of the proposal, the principal of those who voted affirmatively was calculated as
expressed by one single person and those who voted in the negative were calculated also as expressed by one single person.

Finally,
Multicanal contended that the decision adopted did not bring about any detriment to any of the creditors and on the other hand reaffirmed the principle of continuation of
business.

Multicanal
expressly requested court costs and litigation expenses (costas) to be assessed on the opponent.

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A.    Cut-off Date: June 30, 2003 and objection to the accounting certification:

It is essential for the dismissal of this objection that even if were considered that using as parameter the financial statements dated as of June 30, 2003
was insufficient, the truth is that with the elements resulting from the statements dated as of September 30, 2003 or even as of November 30, 2003immediately preceding the
holding of the bondholders meetingthe majorities required by Section 73 of the ABL were obtained, as explained and documented by the debtor. On the other hand, all the referred
comply with the requirements of Section 72, subsection 1, of the ABL, and no valid explanation was provided supporting the objection thereto.

B.    Calculation of majorities:

Depending upon the kind of claim involved, the following considerations may be made:

Unsecured Financial Creditors: As the debtor states, the accountant's certification filed in due course as well as the one that appears on
pages 18,292/9 reflect that the minimum statutory percentages were
reached; such computation was made subtracting claims held by those absent or dissidents from the bondholders meeting held on December 10, 2003, in full accordance with what was stated in
Section I above. Thus, this objection is inadmissible.

Unsecured Non-Financial Creditors (commercial): As stated at the outset in this ruling, the express consent of the creditors
involved herein is not necessary and therefore the objection is rejected.

C.    Exclusion from computation of absentees to the bondholders meeting held on December 10, 2003:

As the debtor has pointed out, there was no mistake as regards the calculation of the principal amount that would allow for the referred objection. Such
calculation was arrived at with accordance to the guidelines described hereinabove.

Therefore,
IRESOLVE:to reject the above objection.

VII.    OBJECTION FILED BY OSVALDO ATILIO PRATO ON BEHALF OF BONDHOLDERS:

On
pages 18090/18105 Osvaldo Atilio Prato Esq. (representative of a certain number of bondholders) opposes confirmation substantially on the following grounds:





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On
pages 18267/18290 Multicanal filed its reply, which substantially contended:





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A.    Application of Section 31, in fine, of the ABL:

As explained when resolving this objection on December 19, 2003 (see pages 17.643/4, volume 86) the provision of Section 31, in
fine, of the ABL is not applicable with the scope that the opponent attempts to give it. Precisely, this is the reason why the opponent was allowed to continue with the executory actions and
involuntary bankruptcy petitions heard by this Court. The APE did not formally exist until the issuance of the decision on page 17.633 (volume 86), as from which the possibility of
staying such actions under Section 72 of the ABL was triggered. For such grounds and taking into account the dismissal by the court of appeals of the remedy appearing on page 18,344
(volume 88) the objection is rejected.

B.    Application of Section 45 bis of the ABL and the steps set forth in Section 323 of the Civil Procedures Code:

The application of Section 45 bis of the ABL was already analyzed herein (see Chapter I). Additionally, the existence of a trust indenture agreement
is irrelevant since the specific regulations of the ABL prevail in the case. The agreement referred to by the opponent has a scope limited to certain context, that is not applicable in the case at
stake. Consequently, having discarded the applicability of the trust indenture agreement requiring unanimity was requiredas the objection seeksand having resolved the issue
on the grounds of Section 45 bis of the ABL, the objection is inadmissible.

C.    Unconstitutionality of Section 45 bis of the ABL:

The case law of the Argentine Supreme Court holding that the declaration of unconstitutionality is the last resort of the legal system is widely known (citation: Fallos, 288:325; 290:83; 292:190; 301:962, among others).

As
a logical corollary of such principle, it has been held that a remedy of such nature must contain a solid argumentation basis as well as solid supporting grounds to be entertained,
evidencing in each case the Constitutional provisions actually breached.

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As a rule, damage is abstract when the plaintiff cannot evidence a specific damage different from the situation undergone by the rest of the citizens, and may not base its standing to
file an action on the general interest involved in the enforcement of the Constitution and the laws.

Having
analyzed the issue in the manner described on page 18,095 and reverse (volume 87), we note that the unconstitutionality raised does not meet the requirements established to
challenge the constitutionality of a legal provision.

The
opponent specifically contends that if is established that Section 45 bis of the ABL applies to this case, such article would become unconstitutional. However since the method
of computation of majorities that approve the proposal is an essential feature of the kind of proceeding involved in, the computation of majorities that approve the proposal, the opponent has failed
to evidencenot even byindiciathe existence of damage sustained as a result of the application of the referred legal
provision.

Notwithstanding
the fact that the above circumstances alone suffice to reject the objection filed, I understand that elucidating the issue at stake makes a service to justice, waiving
the authority that entitle this Court to dismiss the objection on formal grounds.

In
fact, if the grounds of the objection related to the voting system approved, the grounds for rejection thereof are set forth earlier herein. Conversely, if the grounds of the
objection are that there has been no court supervision, the argument is not consistent with the facts. The opponent should take notice of the voluminous filings in this case including presentations
filed by the opponent himself, which although substantially denied were heard and assessed in such frame.

Furthermore,
the legal arrangements adopted for the holding of the bondholders meeting do not reflect any arbitrary discrimination by the lawmaker that would prevent ensuring
jurisdiction. On the contrary, such exclusion (Section 45 bis of the ABL) of the claims held by absentees and dissidentsdeprives the opponent from standing to challenge
the regime established by the law, since he is not seeking defense for an interest of his own, since as factual matter neither he nor his principals have been excluded. Thus
the standing to make such unconstitutionality challenge is highly questionable.

At
this stage, we may infer that the legislative technique may be arguable, but this does not mean that it may be constitutionally disqualified, since we do not identify any flagrant
violation of the Constitution.

Additionally,
although as a consequence of the kind of loan involvedinstrumented in bondsthe holders loose certain weight in the computation of votes per
person, in the context of this APE, such weight is balanced sinceand this is importanttheir vote is significant in terms of the computation by principal amount of debt.

From
another standpoint, the remaining observations thereto refer to the economic policy measures that the Government may adopt when certain consequences occur and its criterion of
opportunity cannot be subject to judicial review. This is so because courts are not empowered to assess the prudence and opportunity of laws or the degree of success of the lawmaker in the field of
its own authority. Consequently the challenge of unconstitutionality filed as with respect to Section 45 bis of the ABL should be dismissed.

D.    Unconstitutionality of the effects of the APE (Section 76 of the ABL):

The same can be held with respect to the attempt of disqualifying the above article. If the APE is a legal instrument incorporated to the ABL, Section 76
is contained in the system of the ABL in parallel with Section 52. Nothing has been said against the latter.

Furthermore,
the opponent has not challenged the constitutionality of the APE, and consequently it cannot just challenge its effects. One must assume if the opponent has accepted the APE
it cannot challenge only the constitutionality of its effects.

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It
should be noted that the opponent admits Multicanal's right to seek protection under such remedy. Thus, I refer to the grounds described in E above (lack of standing, lack of actual
damage, etc.), and I reject the objection.

E.    Lack of Majorities:

With reference to the arguments held when considering the claim of Mr. Basterreix, the records stemming from the accountant's certification attached to the
file, the information gathered and the explanations provided by the debtor, I hereby reject this objection.

F.    Transparency of the results of the respective creditors per bondholders:

The objection challenging the transparency of the results is abstract when one notices that the opponent confusesas Multicanal
clarifies"standing" with "identification". Although the opponent claims to have "doubts" as to the accuracy of the alleged holdings claimed by each of the bank institutions, the opponent
has failed to provide any evidence supporting such doubts, which leads this Court to reject this objection since the burden of proof lied upon the opponent (Section 377 of the Civil Procedures
Code, by reference of Section 278 of the ABL).

Even
more so, since I do not findindiciato make me believe that such elements (holdings) are not duly documented.

Finally,
the petition seeking that demand be given on the debtor to produce the referred instructions is not admissible, considering the kind of interests involved (direct ones) and
bearing in mind that if such were the case the opponent itself would be incurring in a serious contradiction. As Multicanal concludes "if the argument of the opponent was accepted, then the negative
vote cast by the opponent in the bondholders meeting should not be computed" (sic, see page 18.289/90, volume 88).

4.

Thus,
IRESOLVE:to reject the above objection.

VIII.    STATE STREET BANK AND TRUST (CO):

1.

On
pages 17900/17946 "State Street Bank and Trust Co" alleges to have standing since it is the holder of Bonds (nominal value US$157,355,024), one of whose beneficiaries is Argentinean
Recovery Company LLC, which in turn gathersdirectly or indirectly- trusts, pension funds, charity institutions and persons whose interests are compromised in the bonds issued by
Multicanal and whose management is exercised by W. R. HUFF ASSET MANAGEMENT CO LLC.

The
opponent files the objection pursuant to Section 75 of the ABL and in a nutshell raises the following arguments:



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2.

On
pages 18222/65 appears the answer filed by Multicanal, which substantially stated that Multicanal's sole interest was to obtain the court confirmation of its debt restructuring
proposal which was accepted by the statutory majority in a lawful and transparent proceeding. Multicanal explained that the opponent distorted the nature of the legal actions that it commenced in
foreign courts. Multicanal concluded that the filing of such court actions, after having voluntarily submitted to Argentine jurisdiction and Argentine applicable law, amounted to a scheme intended to
frustrate the APE proceeding and any decision issued with respect the request for confirmation of the APE achieved.

Multicanal
criticized the attitude displayed in the bondholders meeting held on December 10, 2003, where through its attorney-in-fact and out of the
agenda, [the opponent] read an alleged intention to purchase Multicanal bonds up to a maximum amount of US$50 million; amount that in the opponent's view would have
sufficed to block the APE proposed by Multicanal.

Multicanal
stated that [opponent's] intention when formulating an offer amounted only to a scheme to distract the attention of the participating bondholders, thus
delaying the celebration of the meeting, unlawfully interfering with Multicanal's offer, trying to capture the will of the creditors so that they would change their vote; being still more serious
[opponent's actions]with respect to Deutsche Bank where the opponent enticed such bank to violate the bank's obligation lawfully undertaken under the Support Agreement.

Multicanal
described the economic and financial scenario that unfold since December 2001, in which Multicanal decided to restructure its liabilities to ensure the continuity of
its business, the maintenance of labor sources and the possibility of repayment of its debts.

Upon
answering the objections, Multicanal specifically stated that:



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3.

A.    Opening of the Evidence Stage:

I
hereby hold that in light of the considerations that I will make hereinbelow, I can issue a decision cased on the records appearing in the file. Accordingly, I will not open the
evidence stage requested by the opponent in his presentation.

B.    Majorities:

Apart from the fact that it has already been held hereunder that the majorities were obtained (see analysis of the objections of Mr. Basterreix and
Mr. Prato) the objection filed by Huff seeking to subtract the amounts of the claims held by Deutsche Bank as well as those of the rest of the referred creditors must also be rejected.

As
Multicanal clarified, only the debtor was obliged to execute the APE since through such APE it undertook the commitments specified therein. It makes reference to, among others, the
commitments related to the company's administration regime until court confirmation is obtained and the APE agreement is consummated. As Multicanal contended, if Deutsche Bank decided not to execute
the APE it was exclusively because, as reflected from its own presentation filed on December 19, 2003, Deutsche Bank did not agree to sign it as it had been offered by Multicanal by means of
the public offer addressed at all the creditors and voted in the bondholders meeting. Similar considerations may be made as to the claims indicated under Nos. 1, 5 and 9.

In
sum, I consider that each of the creditors that attend the meeting lose their individuality after the meeting is held, since it is the bondholders meeting the one that grants the
consent to the APE with its positive vote, or rejects it with its negative vote. As a logical consequence, it is not necessary for bondholders to execute the APE as the opponent contends.

C.    Exclusion of bondholders who did not attend the bondholders meeting held on December 10, 2003 and applicable regulation:

The exclusion of absent bondholders is not contrary to legal regulations in force (Section 45 bis of the ABL and 73) because, in addition to what
was stated above, one should add that the doctrine of the judgment issued in re:"Sociedad Comercial del Plata"was applied to this case specifically in
the manner established in the decision appearing on pages 16,897/905 (volume 84) and in Chapter I hereof.

D.    Preclusion:

The objection is abstract in light of paragraph A above and logically it also fails the objection introduced in 1.c.

E.    Classification and unsecured non-financial creditors:

As held when considering the objections filed by Mr. Basterreix and Mr. Prato, arguments that I deem herein reproduced, I reject the objection
since, and this is the important reason, there have been no assumptions that this Court would have confirmed.

F.    Irregularities and deficiencies:

As to the inclusion of the adverb "only" in the wording of Section 75 of the ABL, it may be validly inferred that such term has restricted the
possibilities for the objection contemplated in such Section. Therefore it may be concluded that the ABL is restrictive in this issue (Molina Sandoval, "Acuerdo Preventivo
Extrajudicial" Ed. Abaco, 2003. Pg. 305), and thus, in principle, no grounds are admitted other than the ones expressly contemplated by law.

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Notwithstanding
the foregoing, the referred deficiencies and situations classified as irregularities are no more than an expression of the opponent's discontent with the system applied
for the computation of the majorities in this case, an issue as to which I have already issued my opinion.

As
to the reference to the payment proposals being discriminatory, some issues must be clarified.

This
matter now becomes abstract after having obtained the clarifications formulated by Multicanal in the submission that preceeds this ruling. Since even if it could have been
considered that the proposal was discriminatory, the issue has been duly clarified by the debtor. In such circumstance and although the fate of the bondholders who voted negatively and those who were
absent was not specifically established, it must be concluded that in light of the explanations furnished by Multicanal no mechanism of discrimination exists.

I
say this because as it has been informed there is no impediment for the opponents to the meeting to opt for any of the three options under the same conditions as those afforded to
those who approved the APE in such meeting.

Therefore,
I repeat, there is no discriminatory guideline as Huff understands since all the creditorsthose who voted affirmatively or negatively and even the absentees at
the bondholder's meetingare placed in the same position.

As
to the existence of a "zero risk" APE such averment lacks support in view of the explanations provided by the debtor in its presentation on page 18.256 (volume 88).

G.    Unconstitutionality of Section 76 of the ABL:

The opponent concluded that the application of Section 76 of the ABL to the APE is "irremediably contrary to the guiding principle in the field of
contractual law, whereby the effects of contractsin this case those executed between the debtor and some of its creditorscannot damage or be held as against third parties
(Sections 1195 and 1199 of the Argentine Civil Code)" (sic, see page 17.940 (volume 87)).

The
opponent lacks standing to do so. It should be noted that the described damage could only be raised if at all by those who, not having participated in the APE, would be affected by
its effects. Strictly, the opponent is not a third party but a party in the proceeding with the invoked capacity and within the referred scope.

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I also reject the objection due to the manner in which it was raised, that is, as a fallback depending upon the outcome of the other objections raised (in this case, the granting of the
objection of Section 75 of the ABL) which renders this objection procedurally ineffective.

IX.

The objections and other challenges having been dismissed, I must now address the request for confirmation of the APE filed by Multicanal S.A., according to
Section:52 of the ABL.

1.The debtor proposed:

As
regardsfinancial creditors:the cancellation of their claims by the adoption of the following options:



As
regardsnon-financial creditors,that the contractual obligations remain unaltered, so that the Company continues
performing vis-à-vis such (basically commercial) creditors according to their respective titles. Their claims shall be performed in the manner and at the time
agreed upon in their current contractual documents (accepted invoices, firm judgments, credit instruments or payment instruments issued for the satisfaction of the debts owed to suppliers, etc.)

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2.     The
situation framed as above, and taking into consideration the guidelines established in the judgment cited on page 15.103, the following clarifications should be made:

First, as regards the assets and liabilities of the debtor, there are no doubts to clarify as per the composition thereof.

Second, as regards the composition of the statutory majorities, such have been effectively established in line with the system ordered for
this the case by the Court.

And
finally,third, as regards the rigor that must prevail upon analyzing the payment proposal, wein the context of the
crisis described by the debtor and the further elements presented in the case, duly verified by the parties- do not find such proposal to be abusive or fraudulent and we do not find it to violate any
right.

It
is therefore clear that there is no discriminatory mechanism, in light of the explanations furnished by the debtor in the precedent presentation, where it has been clarified that the
inclusion of the dissidents in each of the three options of the proposal for bondholders is free.

It
should be noted that although it may have been thought that options 1 and 2 were the only ones available for them to opt (discarding the par option as each box was configured) no
residual options exist with the alleged scope. Therefore, any of the three options are available for selection.

Particularly
considering that for those financial creditors who failed to express for which option they voted in line with the provision of Section 45 bis of the ABL Subsection 2,
they may exercise again (within the term to be determined) the right to opt for any of the three options put up for consideration, under the same conditions as those who already did it. Conversely, if
they (opponents and absentees) keep silent after being asked to make their selection, it shall be deemed that those who fail to choose any of the three options will have their claims proportionally
allocated between the Available Options as such term is defined in Section 1, Section 1.01 of the APE attached as ANNEX 12.

3.     Court
costs and litigation expenses (costas) arising from each of the rejections incurred by each party shall be assumed
by such party. The foregoing is decided bearing in mind the novelty of the legal instrument, the lack of case law and considering that the opponents could believe to have grounds to raise the
objections as they did.

4.     Thus,
and the debtor having evidenced the relevant consents, having obtained the statutory required majorities (Section 73 of Law 25,589), and in light of the fact
that the objections were dismissed, and finally considering that no fraud, abuse or discriminatory mechanism exists, I herebyRESOLVE:



These
summons within a 30 day term as from the last publication of legal notices (to be made for the period and in the places indicated for the Section 45 bis of the ABL
bondholders meeting) so they exercise the right to elect among the options, that the rest of the creditors already did as established above, and communicating such election to the debtor, providing
that silence shall result in that their claims shall be proportionally allocated among the Available Options in accordance with the explanation provided above.

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| | FERNANDO F. OTTOLENGHI
JUDGE
| | ----------------------------

I,
Moira Parga, hereby certify the foregoing to be a true and accurate translation into English of the original document in Spanish, which is attached hereto. In witness whereof I set my hand and seal
in Buenos Aires on this 20th day of April 2004.

[FOR
CERTIFICATION PURPOSES ONLY]

Es
traducción fiel al inglés del documento redactado en español que he tenido a la vista, al que me remito y adjunto en la Ciudad de Buenos
Aires a los 20 días del mes de abril de 2004.

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