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Case 15-1047, Document 27, 05/11/2015, 1507447, Page1 of 366

UNITED STATES COURT OF APPEALS


FOR THE SECOND CIRCUIT
AURELIUS OPPORTUNITIES FUND II,
LLC, AURELIUS CAPITAL MASTER,
LTD., PABLO ALBERTO VARELA, LILA
INES BURGUENO, MIRTA SUSANA
DIEGUEZ, MARIA EVANGELINA
CARBALLO, LEANDRO DANIEL
POMILIO, SUSANA AQUERRETA,
MARIA ELENA CORRAL, TERESA
MUNOZ DE CORRAL, NORMA ELSA
LAVORATO, CARMEN IRMA
LAVORATO, CESAR RUBEN VAZQUEZ,
NORMA HAYDEE GINES, MARTA
AZUCENA VAZQUEZ, NML CAPITAL,
LTD., OLIFANT FUND, LIMITED, ACP
MASTER, LTD., BLUE ANGEL CAPITAL I
LLC,
Plaintiffs-Appellees,

No. 15-1060-cv (L)


No. 15-1047-cv (con.)
No. 15-1052-cv (con.)
No. 15-1056-cv (con.)
No. 15-1059-cv (con.)
No. 15-1061-cv (con.)
No. 15-1067-cv (con.)
No. 15-1074-cv (con.)
No. 15-1073-cv (con.)
No. 15-1075-cv (con.)
No. 15-1095-cv (con.)
No. 15-1084-cv (con.)
No. 15-1106-cv (con.)

v.
THE REPUBLIC OF ARGENTINA,
Defendant-Appellant.

THE REPUBLIC OF ARGENTINAS OPPOSITION


TO PLAINTIFFS MOTION TO DISMISS

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TABLE OF CONTENTS
TABLE OF AUTHORITIES ................................................................................. ii
INTRODUCTION ................................................................................................. 1
BACKGROUND ................................................................................................... 2
A.

The District Court Enters Injunctions Interfering With Payment On


New York And English Law-Governed Exchange Bonds ...................2

B.

The District Court Clarifies That The Injunctions Do Not Apply To


The Argentine Law Bonds, And Then Reverses Itself Without
Explanation .........................................................................................4

C.

The District Court Extends The Injunctions By Divorcing Them


From The Pari Passu Clause And Denies The Motion To Modify
The Injunctions To Exclude The Argentine Law Bonds ......................6

ARGUMENT......................................................................................................... 9
A.

THE MARCH 12 ORDER IS APPEALABLE UNDER 28 U.S.C.


1292(a)(1) BECAUSE IT MODIFIED THE INJUNCTIONS ..........9

B.

THE MARCH 12 ORDER IS APPEALABLE UNDER 28 U.S.C.


1292(a)(1) BECAUSE IT OTHERWISE REFUSED TO
MODIFY THE INJUNCTIONS TO EXCLUDE THE
ARGENTINE LAW BONDS ........................................................... 12

CONCLUSION ....................................................................................................19

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TABLE OF AUTHORITIES
Page(s)
Cases
Aurelius Capital Master, Ltd. v. Republic of Argentina,
No. 14-2689(L), slip op. (2d Cir. Sept. 19, 2014) .........................................

Buckhanon v. Percy,
708 F.2d 1209 (7th Cir. 1983), cert. denied, 465 U.S. 1025 (1984) ..............

13

EM Ltd. v. Republic of Argentina,


131 F. Appx 745 (2d Cir. 2005) ..................................................................

Grace v. Rosenstock,
228 F.3d 40 (2d Cir. 2000) ...........................................................................

Kapco Mfg. Co. v. C & O Enterprises, Inc.,


773 F.2d 151 (7th Cir. 1985) ........................................................................

14

Lightwater Corp. v. Republic of Argentina,


No. 02 Civ. 3804 (TPG), 2003 WL 1878420 (S.D.N.Y. Apr. 14, 2003) .......

Mikel v. Gourley,
951 F.2d 166 (8th Cir. 1991) ........................................................................

12

NML Capital, Ltd. v. Republic of Argentina,


699 F.3d 246 (2d Cir. 2012) .........................................................................

10-11

Pimentel & Sons Guitar Makers, Inc. v. Pimentel,


477 F.3d 1151 (10th Cir. 2007) ....................................................................

12

Republic of Argentina v. NML Capital, Ltd.,


134 S. Ct. 2819 (2014) .................................................................................

Republic Supply Co. of Cal. v. Richfield Oil Co. of Cal.,


74 F.2d 909 (9th Cir. 1935) ..........................................................................

14

Transaero, Inc. v. La Fuerza Aerea Boliviana,


99 F.3d 538 (2d Cir. 1996) ...........................................................................

14

United States v. LoRusso,


695 F.2d 45 (2d Cir. 1982) ...........................................................................

ii

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Page(s)
United States v. ORourke,
943 F. 2d 180 (2d Cir. 1991) ........................................................................ 9-10, 11
Weight Watchers Intl, Inc. v. Luiginos, Inc.,
423 F. 3d 137 (2d Cir. 2005) ........................................................................ 12, 13
Wilder v. Bernstein,
49 F. 3d 69 (2d Cir. 1995) ............................................................................

9, 11

Rules and Statutes


28 U.S.C. 1292(a)(1) ................................................................................. passim
Fed. R. Civ. P. 54(b) ....................................................................................

Fed. R. Civ. P. 60(b) ....................................................................................

iii

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The Republic of Argentina (the Republic) respectfully opposes plaintiffs


motion to dismiss the above-captioned appeals (the Motion).
INTRODUCTION
In the March 12, 2015 order at issue in these appeals (the March 12 Order)
(Ex. A),1 the district court both extended and otherwise refused to modify the socalled pari passu injunctions, holding that the Republic is enjoined from making
payment on approximately $8.4 billion of outstanding aggregate principal amount
of U.S. dollar-denominated bonds governed by Argentine law and payable in
Argentina (Argentine Law Bonds), regardless of whether that debt is even
subject to the pari passu clause that the injunctions purport to enforce. In so
extending the injunctions, the district court also held that certain of the Argentine
Law Bonds do not constitute Domestic Foreign Currency Indebtedness (DFCI),
which is expressly excluded from the scope of the pari passu provision. Those
questions are different from any question answered by the district court in issuing
the original injunctions, and are reviewable by this Court on appeal.
Because it extends and misconstrues the injunctions to apply to the
Argentine Law Bonds regardless of whether those bonds are subject to the pari
passu clause, the March 12 Order is appealable under the plain language of Section
1292(a)(1), which provides for appellate jurisdiction over all orders modifying
1

All Exhibits are attached to the accompanying Declaration of Kristin A.


Bresnahan, dated May 11, 2015.

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injunctions. The March 12 Order is also expressly appealable under Section


1292(a)(1) on the separate ground that it rejected Citibank N.A.s (Citibank)
motion joined by the Republic to modify the injunctions to exclude the
Argentine Law Bonds because they are DFCI.
In an attempt to shield the district courts erroneous, substantive rulings
from appellate review, plaintiffs ask the Court to equate the March 12 Order with
the district courts clarification in a July 28, 2014 order that the injunctions apply
to the Argentine Law Bonds. The Court should reject plaintiffs invitation.
Neither the substance of the March 12 Order, the record below where plaintiffs
took the opposite position, that the Republic and Citibank were seeking to modify
the injunctions nor the case law support plaintiffs contention. Plaintiffs Motion
should be denied.
BACKGROUND
A.

The District Court Enters Injunctions Interfering With Payment


On New York And English Law-Governed Exchange Bonds

Plaintiffs, primarily hedge funds that specialize in purchasing and suing on


defaulted sovereign debt, commenced litigation against the Republic in the wake of
the worst economic crisis in its history, after which payment on the Republics
unsustainable $80 billion external debt burden was suspended. Lightwater Corp.
v. Republic of Argentina, No. 02 Civ. 3804 (TPG), 2003 WL 1878420, at *2
(S.D.N.Y. Apr. 14, 2003). Because foreign states, like the Republic, cannot
2

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invoke the protection of a bankruptcy regime, the Republic sought, consistent


with international norms and United States policy, to restructure in 2005 and
2010 its external debt on an entirely voluntary basis (the Exchanges). See EM
Ltd. v. Republic of Argentina, 131 F. Appx 745, 747 (2d Cir. 2005) (summary
order) (successful conclusion of the Republics 2005 restructuring [was]
obviously of critical importance to the economic health of a nation). Holders of
approximately 92% of the Republics debt chose to exchange their defaulted bonds
for new, performing bonds.
Plaintiffs elected not to participate in the Republics Exchanges. Instead,
they brought a series of actions against the Republic seeking full principal and
interest on their bonds, notwithstanding that they purchased almost all of these
bonds for pennies on the dollar and that the overwhelming majority of the
Republics creditors accepted lower interest rates and reduced principal to enable
the Republic to escape from economic collapse and recommence payments to its
creditors. Among other tactics, plaintiffs encouraged the district court to interpret
a clause in the 1994 Fiscal Agency Agreement (FAA) governing their bonds
the so-called pari passu clause to require the Republic to pay them all past due
principal and interest in full any time the Republic sought to make a scheduled
interest payment to the holders of New York and English law-governed bonds that
were issued pursuant to the 2005 and 2010 Exchanges (the Exchange Bonds).

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The district court entered unprecedented injunctions (the Injunctions) to


this effect on February 23, 2012, which were later amended on November 21,
2012. See Injunctions (Ex. I). After two appeals in which the Court affirmed the
rulings of the district court, the Supreme Court denied the Republics petition for
certiorari on June 16, 2014. Republic of Argentina v. NML Capital, Ltd., 134 S. Ct.
2819 (2014). Two days later, the Injunctions stay terminated and they took effect.
B.

The District Court Clarifies That The Injunctions Do Not Apply


To The Argentine Law Bonds, And Then Reverses Itself Without
Explanation

In advance of a scheduled June 30, 2014 interest payment on the Argentine


Law Bonds, Citibank, whose Argentine branch served as custodian for the
Argentine Law Bonds, renewed a previous motion for clarification of the
Injunctions, asking the district court to confirm that the Argentine Law Bonds were
not subject to those orders. The Republic joined, arguing that the Argentine Law
Bonds are fundamentally different from the Exchange Bonds covered by the
Injunctions, had never been the subject of these proceedings, and, with respect to
approximately 72% of the Argentine Law Bonds, were not issued in the context of
any exchange.2 On June 27, 2014, the district court granted Citibanks motion and
held that the Injunctions do not as a matter of law prohibit payments by Citibank,
2

This majority of Argentine Law Bonds were issued pursuant to local directives,
including approximately $1.75 billion in principal outstanding amount issued in
connection with the Republics resolution of its disputes with Spanish oil
company, Repsol, S.A. (Repsol). Resolution 26/2014, Apr. 30, 2014 (Ex. H).
4

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N.A.s Argentine branch on Argentine Law Bonds, i.e., Peso- and U.S. Dollardenominated bondsgoverned by Argentine law and payable in Argentinathat
were issued by the Republic of Argentina in 2005 and 2010. Ex. G.
Shortly thereafter, plaintiffs asked the district court to reconsider that ruling
with respect to the U.S. dollar-denominated Argentine Law Bonds, arguing that
they should be subject to the Injunctions because they constitute External
Indebtedness covered by the pari passu clause. On July 28, 2014, the district
court granted plaintiffs motion and reversed itself without explanation (the July
28 Order). However, recognizing the lack of any basis to interfere with bonds
issued outside the context of any exchange, the July 28 Order instructed the parties
to devise a way to distinguish between the Repsol bonds and the exchange bonds
before their next payment is due in September. July 28 Order at 4 (Ex. F).
Citibanks and the Republics appeals from the July 28 Order were
dismissed on September 19, 2014 for lack of appellate jurisdiction, based on this
Courts finding that the July 28 Order was a clarification, rather than a
modification, of the Injunctions. Aurelius Capital Master, Ltd. v. Republic of
Argentina, No. 14-2689(L), slip op. at 2 (2d Cir. Sept. 19, 2014). The Court stated
that its dismissal of the appeals was not intended to preclude Citibank from
seeking further relief from the district court. Id.

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C.

The District Court Extends The Injunctions By Divorcing Them


From The Pari Passu Clause And Denies The Motion To Modify
The Injunctions To Exclude The Argentine Law Bonds

After the Courts September dismissal, Citibank promptly moved to modify


the Injunctions on the grounds that, inter alia, the Argentine Law Bonds could not
be subject to the Injunctions as a matter of law because, under the plain language
of the FAA, they are excluded from the scope of the pari passu clause that the
Injunctions enforce. As Citibank and the Republic explained, in order to be subject
to the pari passu clause, performing Republic debt must constitute External
Indebtedness under the FAA. See FAA 1(c) (Ex. O) (The payment obligations
of the Republic under the Securities shall at all times rank at least equally with all
its other present and future unsecured and unsubordinated External Indebtedness
(as defined in this Agreement). (emphasis added)). And the Argentine Law
Bonds are instead DFCI, which is expressly excluded from the definition of
External Indebtedness. Id. at 16 (no [DFCI] . . . shall constitute External
Indebtedness); id. at 17 (DFCI consists of: (1) seven listed categories of Republic
debt offered and issued in Argentina, (2) any indebtedness issued in exchange for
such debt, (3) any debt payable in a foreign currency which is . . . offered
exclusively within the Republic of Argentina, and (4) any debt payable in a
foreign currency which is . . . issued in payment, exchange, substitution,
discharge or replacement of indebtedness payable in the [Republics] currency.).

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At a September 26, 2014 hearing, the district court stated that the Injunctions
should apply only to the [FAA] bonds and the bonds that were issued in exchange
for those bonds in 2005, 2010. Sept. 26, 2014 Hrg Tr. at 48:8-9, 11-13 (Ex. C);
accord Sept. 10, 2014 Hrg Tr. at 12:10-13 (Ex. E) ([W]hat I was dealing with,
[in] the proceedings this summer was bonds issued in Argentina expressly subject
to Argentine law, something completely different from what was covered in the
injunction.); Sept. 19, 2014 Hrg Tr. at 7:16-20 (Ex. D) (It was my view and still
is my view that the Argentine law bonds issued in Argentina, payable in Argentina,
[and] subject to Argentine law, are different from the bonds subject to the
[Injunctions]. And whether theyre payable externally or not, the factors Ive
talked about make them different.). However, notwithstanding that it is
undisputed that the Argentine Law Bonds are not FAA bonds and were not issued
in exchange for FAA bonds, the district court deferred ruling on the motion.
Conceding that the existing record provided no basis for the Injunctions to
cover the Argentine Law Bonds, plaintiffs emphasized at the hearing that the
record is not complete, and that there was a need to conduct discovery with
respect to the difference between these [Argentine Law] bonds and the other
bonds. Sept. 26, 2014 Hrg Tr. at 22:18-19, 45:8 (Ex. C). The district court
accordingly ordered discovery and supplemental briefing in order to allow the
parties and nonparty Citibank the time necessary to present a sufficient record, id.

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at 51:22-24, and over the next several months, the parties exchanged tens of
thousands of pages of documents.3
After further briefing and another hearing, the district court issued the March
12 Order, rejecting the motion to modify the Injunctions and extending the
Injunctions to apply to all bonds that the Republic issued in connection with a
restructuring, regardless of whether they constitute External Indebtedness i.e.,
regardless of whether they are subject to the pari passu clause that the Injunctions
enforce.4 Beyond its remarkable conclusion that it is irrelevant whether the

Citibank was permitted to process the September 30, 2014 and December 31,
2014 interest payments pending resolution of its motion. See Order, NML Capital,
Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (S.D.N.Y. Nov. 10, 2014), Dkt.
#714; Order, NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978
(S.D.N.Y. Sept. 26, 2014), Dkt. #683.
4

Plaintiffs argued below (but not in their motion to dismiss) that Citibank, as a
non-party, lacked standing to move to modify the Injunctions. See Pls. Feb. 17
Br. at 28, NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (TPG)
(S.D.N.Y. Feb. 17, 2015), Dkt. #745 (claiming that motions to modify must be
made via Fed. R. Civ. P. 60(b) and that non-parties cannot bring such motions).
The district court correctly rejected that argument: the Injunctions are interlocutory
orders, which the district court has the plenary power to amend prior to the entry of
final judgment. See Fed. R. Civ. P. 54(b); Grace v. Rosenstock, 228 F.3d 40, 51
(2d Cir. 2000) (All interlocutory orders remain subject to modification or
adjustment prior to the entry of a final judgment adjudicating the claims to which
they pertain.); United States v. LoRusso, 695 F.2d 45, 53 (2d Cir. 1982) ([T]he
power to grant relief from erroneous interlocutory orders, exercised in justice and
good conscience, has long been recognized as within the plenary power of courts
until the entry of final judgment and is not inconsistent with any of the Rules.);
Corrected Br. of NML Capital, Ltd., et al. at 6, NML Capital, Ltd. v. Argentina, 12105-cv(L) (2d Cir. Apr. 20, 2012), Dkt. #308 (Injunctions not final decisions
because claims for principal and interest on the FAA bonds remain outstanding).
8

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Argentine Law Bonds constitute DFCI, the district court erroneously held that the
majority of the bonds issued in exchanges are not in fact DFCI (although the court
did acknowledge that up to 17% of such bonds are DFCI). March 12 Order at 7
(Ex. A). The district court further erred by once again ignoring that approximately
72% of the Argentine Law Bonds at issue all of which bear ISIN
ARARGE03E113 (the 113 Bonds) were not issued in the context of any
exchange, but are still threatened by the Injunctions because they are
indistinguishable from Argentine Law Bonds that were issued in exchanges.
The Republic timely appealed from the March 12 Order on April 6, 2015.
Plaintiffs filed the Motion on April 27, 2015.
ARGUMENT
A.

THE MARCH 12 ORDER IS APPEALABLE UNDER 28 U.S.C.


1292(a)(1) BECAUSE IT MODIFIED THE INJUNCTIONS

Appellate jurisdiction over these appeals exists under Section 1292(a)(1)


because, by extending the Injunctions to apply to all Republic bonds issued in the
context of any exchange, regardless of whether they are even subject to the pari
passu clause that the Injunctions enforce, the district court plainly misconstrued
and thus modified the Injunctions. See 28 U.S.C. 1292(a)(1) (appellate
jurisdiction exists where interlocutory order of district court modifies injunction);
Wilder v. Bernstein, 49 F. 3d 69, 72 (2d Cir. 1995) (if the Judge . . . erred in his
construction [of the Injunctions], he did modify [them]); United States v.
9

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ORourke, 943 F. 2d 180, 186 (2d Cir. 1991) (Since we hereinafter conclude that
the district court misconstrued the injunctive mandate . . ., the court was
modifying that injunction, within the meaning of section 1292(a)(1), by ordering
compliance with its misinterpretation.).
Until the March 12 Order was entered below, the specific performance
Injunctions have necessarily always been limited by the scope of the pari passu
clause. Injunctions 2 (Ex. I) (The Republic accordingly is permanently
ORDERED to specifically perform its obligations to NML under [the pari passu
clause]); id. 2(d) (The Republic is ENJOINED from violating [the pari passu
clause]). That is because the basis for the Injunctions is the district courts
finding that the pari passu clause had been breached, id. at 1, that the breach
caused plaintiffs irreparable harm for which there is no adequate remedy at
law, and that the balance of the equities strongly supports [the Injunctions] in
light of the clear text of the [pari passu clause], id. 1. As the Injunctions state,
they are a purported remedy for [] violations of that contract provision. Id. at 2.
Moreover, as this Court recognized in reviewing the Injunctions in October
2012, the relevant portion of the pari passu clause provides that the Republics
payment obligations . . . shall at all times rank at least equally with all its other
present and future unsecured and unsubordinated External Indebtedness. NML
Capital, Ltd. v. Republic of Argentina, 699 F.3d 246, 251 (2d Cir. 2012) (quoting

10

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FAA 1(c)) (emphasis added). In order to be subject to the pari passu clause
and the district courts Injunctions that enforce it Republic debt must therefore
constitute External Indebtedness. Otherwise, there is no contractual basis for
subjecting such debt to the Injunctions, no finding that payment on that debt causes
plaintiffs irreparable harm for which they have no adequate remedy at law, and
no determination that the balance of the equities supports the entry of equitable
relief with respect to that debt.
Notwithstanding the clear language of the pari passu clause, the Injunctions,
and the decisions of this Court, the district court held for the first time in the March
12 Order that the Injunctions apply to all Republic bonds issued in the context of
an exchange offer whether or not [they] are external indebtedness. March 12
Order at 9 (Ex. A) (emphasis added). The March 12 Order thus divorces the
specific performance Injunctions from the contract provision and judicial
determinations to which they are bound, and erroneously extends the Injunctions to
an entirely new category of debt. That substantive misconstruction and extension
of the Injunctions plainly modified them for purposes of Section 1292(a)(1), and
gives this Court jurisdiction to review and reverse this plain error. Wilder, 49 F. 3d
at 72; ORourke, 943 F. 2d at 186.

11

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B.

THE MARCH 12 ORDER IS APPEALABLE UNDER 28 U.S.C.


1292(a)(1) BECAUSE IT OTHERWISE REFUSED TO
MODIFY THE INJUNCTIONS TO EXCLUDE THE
ARGENTINE LAW BONDS

Separate and apart from the fact that the March 12 Order modified the
Injunctions, jurisdiction exists over these appeals under Section 1292(a)(1) because
the March 12 Order also refus[ed] to . . . modify [the pari passu] injunctions. 28
U.S.C. 1292(a)(1); Weight Watchers Intl, Inc. v. Luiginos, Inc., 423 F. 3d 137,
141-42 (2d Cir. 2005). Specifically, the district court denied Citibank and the
Republics request that it modify the Injunctions to exclude from their scope the
Argentine Law Bonds because they constitute DFCI, which is not subject to the
pari passu clause, and because they are not otherwise Exchange Bonds.
Here, Citibank and the Republics request which followed this Courts
ruling that the July 28 Order was a clarification that the Injunctions apply to the
Argentine Law Bonds plainly sought a modification for purposes of Section
1292(a)(1), because had the district court granted it, the court would have
alter[ed] the terms and force of the Injunctions by excluding that category of
debt. Weight Watchers, 423 F.3d at 143; see also Pimentel & Sons Guitar Makers,
Inc. v. Pimentel, 477 F.3d 1151, 1154 (10th Cir. 2007) (modification substantially
changes the terms and force of the injunction); Mikel v. Gourley, 951 F.2d 166,
169 (8th Cir. 1991). Plaintiffs themselves repeatedly asserted that Citibank and the
Republic sought to modify the Injunctions. See, e.g., Pls. Feb. 17 Br. at 10 (This
12

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means, necessarily, that granting Citibanks motion . . . would entail a modification


of the Injunction.); id. at 28 (Because the U.S. Dollar Argentine Law Exchange
Bonds are unambiguously covered by the Injunction, Citibank is necessarily
seeking a modification of the Injunction. (emphasis in original)); Sept. 26, 2014
Hrg Tr. at 16:17-18 (Ex. C) (counsel for NML: [w]hat we are here today about is
an application by Citibank to modify the injunction). The March 12 Order and
record below thus make clear that there is jurisdiction to hear these appeals.
Plaintiffs now seek to shield the district courts erroneous rulings from
appellate review by claiming contrary to their position below that the March 12
Order, like the July 28 Order, constituted a clarification of the Injunctions, as
opposed to a refusal to modify them. Motion at 5-6. Plaintiffs are wrong.
Unlike clarifications, which interpret existing injunctions, motions to modify
[seek] to alter the terms and force of the injunction by raising a different
question. Weight Watchers, 423 F.3d at 143 (citation omitted); accord
Buckhanon v. Percy, 708 F.2d 1209, 1213 (7th Cir. 1983), cert. denied, 465 U.S.
1025 (1984) (appellate jurisdiction lies where a motion raises new substantive
issues or material which has not been argued or presented).
As the district court itself made clear on several occasions, the motion below
raised an entirely different question because it sought to exclude the Argentine
Law Bonds on the basis that they are DFCI, which the court had not previously

13

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considered. See, e.g., Sept. 26, 2014 Hrg Tr. at 34:1-4 (Ex. C) ([A]s I understand
it, the precise issue is whether a payment of interest on [the Argentine Law Bonds]
would invoke the pari passu provision of the 1994 [FAA]. . . . [T]hat is the issue
now.); id. at 34:12-20 ([T]o resolve the issue you look to the 1994 [FAA] . . . .
We look to a provision that defines domestic foreign currency indebtedness.).
Indeed, the district court ordered extensive discovery and supplemental briefing on
this new, substantive issue precisely to allow the parties and nonparty Citibank
the time necessary to present a sufficient record for the court to consider. Id. at
51:22-24.
The cases relied on by plaintiffs, see Motion at 6, do not support their claim
that the March 12 Order is rendered unappealable simply because the motion to
modify the Injunctions was also styled as a motion to vacate the July 28 Order.
None of those decisions involves appeals from refusals to modify injunctions,
which unlike the orders at issue in the cases cited by plaintiffs are expressly
appealable under Section 1292(a)(1). 5 The Republic is not seeking to

Plaintiffs cases all involve appeals from motions to vacate otherwise


unappealable interlocutory orders. Transaero, Inc. v. La Fuerza Aerea Boliviana,
99 F.3d 538, 541 (2d Cir. 1996) (dismissing appeal from denial of motion to vacate
judgment that left non-ministerial issues remaining); Kapco Mfg. Co. v. C & O
Enterprises, Inc., 773 F.2d 151, 153 (7th Cir. 1985) (dismissing appeal from denial
of motion to vacate order that contemplated further proceedings); Republic Supply
Co. of Cal. v. Richfield Oil Co. of Cal., 74 F.2d 909, 910 (9th Cir. 1935)
(dismissing appeal from denial of motion to vacate order approving procedural
steps to be taken in reorganization proceeding).
14

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manufacture appellate jurisdiction, Motion at 6, but to invoke the plain language


of a statute that expressly empowers this Court to hear these appeals.
At bottom, plaintiffs Motion stems from their desire to shield the district
courts rulings from appellate review. Those rulings threaten to interfere with
payment on over $8.4 billion in principal amount of Argentine Law Bonds and are
plainly erroneous:
First, as discussed above, the district court wrongly held in the March 12
Order that the Injunctions bar payment on Argentine Law Bonds regardless of
whether they constitute External Indebtedness the only kind of Republic debt that
is subject to the pari passu clause that the Injunctions enforce. See supra at 9-11.
That ruling was plain error, particularly in light of the fact that the district court
acknowledged that even in its erroneous view up to 17% of Argentine Law
Bonds issued in exchanges are DFCI and therefore not External Indebtedness
subject to the pari passu clause. See March 12 Order at 7 (Ex. A).
Second, the district court erred by holding in the alternative that the bulk of
the Argentine Law Bonds issued in exchange for nonperforming Argentine law
debt do not constitute DFCI. The Argentine Law Bonds do qualify as DFCI under
three separate subsections of the FAAs definition of DFCI:
(i) These bonds were offered exclusively within the Republic of
Argentina. FAA at 17 (Ex. O). In plain English, indebtedness is offered where

15

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it is located, i.e., the location where the instrument representing the indebtedness is
held and can be acquired. See, e.g., Offer, Merriam-Webster Online Dictionary
(2015), http://www.merriam-webster.com/dictionary/offer (defining offer as to
make (something) available: to provide or supply (something)). It is undisputed
that the Global Certificates representing each series of the Argentine Law Bonds
have at all times been deposited with, registered in the name of, and cleared and
paid through CRYL in Argentina. See, e.g., 2005 ProSupp at S-19 (Ex. K); 2010
ProSupp at S-5 (Ex. J). Moreover, the means by which a bondholder could tender
beneficial interests in exchange for Argentine Law Bonds further establish that
such indebtedness could only be acquired within, and thus was offered solely
within, the Republic. See 2005 ProSupp at S-19, S-47, S-49 (Ex. K); 2010
ProSupp at S-39-40, S-74, S-76 (Ex. J). Rather than construe the FAA in
accordance with its plain meaning, the district court incorrectly held that the
exchange bonds governed by Argentine law were, like all the other exchange
bonds, offered in many countries. March 12 Order at 8 (Ex. A).6

In support of this ruling, the district court cited only pages in the 2005 and 2010
Prospectus Supplements that describe a Global Offering. See id. at 8. But these
disclosure documents filed pursuant to the U.S. securities laws do nothing more
than describe bonds being offered in Argentina as part of the Republics global
restructuring. Of course, such descriptions have no bearing on where the
Argentine Law Bonds were offered, which the district court itself had previously
recognized. See Sept. 26, 2014 Hrg Tr. at 25:12-16 (Ex. C) (I would not think
that the prospectus governs. I would think its a matter of fact where these bonds
were offered. . . . I dont think the prospectus answers the question.).
16

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(ii) The Argentine Law Bonds were issued in exchange for


indebtedness payable in pesos the lawful currency of the Republic. See FAA at
17 (Ex. O) (all indebtedness issued in payment, exchange, substitution, discharge,
or replacement of indebtedness payable in the lawful currency of the Republic
constitutes DFCI); Presidential Decree No. 471/2002, dated Mar. 8, 2002 (Ex. N);
Resolution 50/2002, dated May 30, 2002 (Ex. L); Resolution 55/2002, dated Apr.
15, 2002 (Ex. M). In finding to the contrary, the district court relied on a single
sentence in the 2005 Prospectus Supplement, see March 12 Order at 9 (Ex. A),
which is inapplicable to the determination of whether bonds constitute DFCI
because it defines the bonds [s]olely for the purposes of the [exchange] Offer
and claims that the bonds will be treated as if they were denominated in the
originally-issued currency, not payable in such. Id. (emphasis added).
(iii) A portion of these Argentine Law Bonds were issued in
exchange, or as replacement, for the indebtedness referred to in [subparagraph]
(i). FAA at 17 (Ex. O). As noted above, the district court acknowledged, and the
parties agree, that up to 17% of the Argentine Law Bonds issued in exchanges
were issued as replacements for one of the seven bonds specified in the definition
of DFCI. March 12 Order at 7 (Ex. A). Nonetheless, the district court
erroneously refused to exempt these bonds from the ambit of the Injunctions.

17

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Third, the district court erred because approximately 72% of the Argentine
Law Bonds were not issued in connection with any exchange and therefore cannot
constitute Exchange Bonds subject to the Injunctions. See Injunctions 2(a)
(Ex. I) (Republic must make Ratable Payment to plaintiffs whenever it pays any
amount due on its Exchange Bonds).7 These non-exchange bonds cannot be
distinguished from certain of the Argentine Law Bonds that were issued in
exchange for defaulted debt, and so the inequitable result of the March 12 Order is
to threaten payment on all Argentine Law Bonds, including on those for which
there is no basis to interfere, even in the district courts erroneous view.8

Plaintiffs have changed their litigation strategy from recognizing that the
Injunctions apply only to Exchange Bonds, see, e.g., Pls. Opp. to Citibanks Mot.
for Clarification at 7, Aurelius Capital Master, Ltd. v. Republic of Argentina, No.
09 Civ. 8757 (TPG) (S.D.N.Y. July 2, 2014), Dkt. #396, to seeking to interfere
with payments on bonds that were issued pursuant to local issuances with no
connection to the Exchanges. The vast majority of the Argentine Law Bonds
issued outside the context of the Exchanges were issued before plaintiffs had even
moved for pari passu relief, and thus, contrary to plaintiffs prior contentions, their
issuance was not an attempt to interfere with the application of the Injunctions.
It is not possible to distinguish between payments made on Argentine Law Bonds
not issued in the context of the Exchanges and payments made on certain
Argentine Law Bonds issued in the Exchanges for defaulted debt, because the
former bear the same identifying characteristics as the latter. See Declaration of
Federico Elewaut, dated Feb. 13, 2015 22-23 (Ex. B) (Among Argentine Law
Bonds that bear the same ISIN, it is operationally impossible to determine . . .
when or for what purpose these Argentine Law Bonds were issued, or who their
prior owners might have been.).
8

18

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CONCLUSION
For the foregoing reasons, the Court should deny plaintiffs Motion.
Dated: New York, New York
May 11, 2015
Respectfully submitted,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:

/s/ Carmine Boccuzzi


Jonathan I. Blackman (jblackman@cgsh.com)
Carmine D. Boccuzzi (cboccuzzi@cgsh.com)

Of Counsel:
Michael M. Brennan
Kristin A. Bresnahan
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Attorneys for the Republic of Argentina

19

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DECLARATION OF KRISTIN A. BRESNAHAN IN SUPPORT OF


THE REPUBLIC OF ARGENTINA'S OPPOSITION TO
PLAINTIFFS' MOTION TO DISMISS
Pursuant to 28 U.S.C. 1746, Kristin A. Bresnahan declares as follows:
1.

I am an attorney admitted to practice before this Court and an

associate at Cleary Gottlieb Steen & Hamilton LLP, counsel for defendant the
Republic of Argentina (the "Republic") in these matters. I submit this declaration
on behalf of the Republic in support of the Republic's Opposition to Plaintiffs'
Motion to Dismiss.
2.

Attached to this declaration as Exhibits A- 0 are true and

correct copies of the following documents:


Ex.

Document

Order, NML Capital, Ltd. v. Republic ofArgentina, No. 08-6978


(TPG) (S.D.N.Y. Mar. 12, 2015);

Declaration of Federico Elewaut, dated Feb. 13, 2015;

Hearing Transcript, NML Capital, Ltd. v. Republic ofArgentina,


No. 08-6978 (TPG) (S.D.N.Y. Sept. 26, 2014);

Hearing Transcript, NML Capital, Ltd. v. Republic ofArgentina,


No. 08-6978 (TPG) (S.D.N.Y. Sept. 19, 2014);

Hearing Transcript, NML Capital, Ltd. v. Republic ofArgentina,


No. 08-6978 (TPG) (S.D.N.Y. Sept. 10, 2014);

Order, NML Capital, Ltd. v. Republic ofArgentina, No. 08-6978


(TPG) (S.D.N.Y. July 28, 2014);

Order, NML Capital, Ltd. v. Republic ofArgentina, No. 08-6978


(TPG) (S.D.N.Y. June 27, 2014);

Case 15-1047, Document 27, 05/11/2015, 1507447, Page25 of 366

Ex.

Document

Secretaria de Hacienda y Secretaria de Finanzas, Resoluci6n


[Resolution] No. 26/2014, available at http://www.infoleg.
mecon.gov.ar/infolegintemet/anexos/225000-229999/
229627/norma.htm (with English translation of excerpts);

Order, NML Capital, Ltd. v. Republic ofArgentina, No. 08 Civ.


6978 (TPG) (S.D.N.Y. Nov. 21, 2012);

U.S. Prospectus Supplement, dated Apr. 28,2010 (excerpts);

U.S. Prospectus Supplement, dated Jan. 10, 2005 (excerpts);

Secretaria de Hacienda y Secretaria de Finanzas, Resoluci6n


[Resolution] No. 50/2002, available at http://www.infoleg.gob.
ar/infolegintemet/anexos/70000-74999/74729/norma.htm (with
English translation);

Secretaria de Hacienda y Secretaria de Finanzas, Resoluci6n


[Resolution] No. 55/2002, available at http://www.infoleg.gob.
ar/infolegintemet/anexos/70000-7 4999/73 709/norma.htm (with
English translation);

Argentine Presidential Decree No. 47112002, dated Mar. 8, 2002


(with English translation);

Fiscal Agency Agreement (FAA), dated Oct. 19, 1994.

I declare under penalty of perjury that the foregoing is true and correct.
Executed on May 11,2015 in New York, New York.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page26 of 366

EXHIBIT A

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UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------ x
NML CAPITAL, LTD.,
:
:
Plaintiff,
:
:
v.
:
:
THE REPUBLIC OF ARGENTINA,
:
:
Defendant.
:
------------------------------------------------------ x
:
AURELIUS CAPITAL MASTER, LTD. and
:
ACP MASTER, LTD.,
:
:
Plaintiffs,
:
:
v.
:
:
THE REPUBLIC OF ARGENTINA,
:
:
Defendant.
:
:
------------------------------------------------------ x
:
AURELIUS OPPORTUNITIES FUND II, LLC :
and AURELIUS CAPITAL MASTER, LTD.,
:
:
Plaintiffs,
:
:
v.
:
:
THE REPUBLIC OF ARGENTINA,
:
:
Defendant.
:
:
------------------------------------------------------ x
OPINION

08 Civ. 6978 (TPG)


09 Civ. 1707 (TPG)
09 Civ. 1708 (TPG)

09 Civ. 8757 (TPG)


09 Civ. 10620 (TPG)

10 Civ. 1602 (TPG)


10 Civ. 3507 (TPG)

(captions continued on
next page)

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------------------------------------------------AURELIUS CAPITAL MASTER, LTD. and


AURELIUS OPPORTUNITIES FUND II,
LLC,
Plaintiffs,
v.
THE REPUBLIC OF ARGENTINA,
Defendant.
------------------------------------------------BLUE ANGEL CAPITAL I LLC,
Plaintiff,
v.
THE REPUBLIC OF ARGENTINA,
Defendant.
------------------------------------------------OLIFANT FUND, LTD.,
Plaintiff,
v.
THE REPUBLIC OF ARGENTINA,
Defendant.
------------------------------------------------PABLO ALBERTO VARELA, et al.,
Plaintiff,
v.
THE REPUBLIC OF ARGENTINA,
Defendant.
-------------------------------------------------

x
:
:
:
:
:
: 10 Civ. 3970 (TPG)
: 10 Civ. 8339 (TPG)
:
:
:
:
:
x
:
:
:
:
:
10 Civ. 4101 (TPG)
:
10 Civ. 4782 (TPG)
:
:
:
x
:
:
:
:
:
10 Civ. 9587 (TPG)
:
:
:
:
x
:
:
:
:
:
10 Civ. 5338 (TPG)
:
:
:
:
x

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Citibank, N.A. (Citibank) has a bank branch located in Buenos Aires.


This branch is a custodian for certain exchange bonds issued by the Republic
of Argentina (the Republic) and governed by Argentine law. Citibank has
moved, by order to show cause, to vacate this courts order of July 28, 2014,
which clarified that an injunction issued against the Republic prohibits Citibank
from processing payments on the dollar-denominated exchange bonds. See
Order of July 28, 2014 at 4. For the following reasons, the court denies Citibanks
motion to vacate the July 28, 2014 order.
Background
In 1994, the Republic issued bonds pursuant to a Fiscal Agency
Agreement (FAA). The FAA provided that the Republics payment obligations on
the 1994 bonds shall at all times rank at least equally with all its other present
and future unsecured and unsubordinated External Indebtedness. FAA 1(c).
This clause of the FAA has become known as the Equal Treatment Provision.
The FAA also contained provisions whereby, in the event litigation arose
regarding the 1994 bonds, the Republic agreed to the jurisdiction of any state or
federal court in New York City. Id. 2223.
From 1994 until 2001, it appears the Republic made timely interest
payments on the 1994 bonds. However, in 2001 the Republic experienced a
severe economic crisis. The Republic stopped making interest payments on its
public debt, including the 1994 bonds.
In 2002, holders of the 1994 bonds began filing lawsuits against the
Republic in this court. The court issued judgments in some of these cases in
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favor of the bondholders, but the bondholders struggled to enforce those


judgments. They were unable to seize the Republics assets or otherwise collect
payment.
A. The 2005 and 2010 Exchanges and Citibanks Role in the Payment
Process
In 2005, the Republic issued an exchange offer (the 2005 Exchange)
inviting creditors, including holders of the 1994 bonds, to exchange their old
bonds for newly issued bonds worth 25%29% of the original bonds value.
Approximately 72% of the Republics creditors accepted this offer. In 2010, the
Republic issued another exchange offer (the 2010 Exchange) with terms
substantially identical to the 2005 exchange offer. The 2010 Exchange garnered
some additional interest. All told, an estimated 93% of the Republics creditors
accepted the 2005 or 2010 exchange offers.
The 2005 and 2010 exchange offers created new types of bonds, including:
(1) bonds governed by New York law; (2) bonds governed by English law; and
(3) bonds governed by Argentine law.
The payment process on the dollar-denominated exchange bonds governed
by Argentine law is as follows: the Republic sends the interest payments to an
entity

named

Central

de

Registro

Liquidacin

de

Instrumentos

de

Endeudamiento Publico (CRYL). CRYL forwards those payments to another


entity named Caja de Valores, S.A. (Caja). Caja forwards the payments to
Citibanks Argentine branch. Citibanks Argentine branch then transmits the
payments to its customers, including the clearinghouses Euroclear and

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Clearstream. Euroclear and Clearstream then distribute their portion of the


interest payments to bondholders.
The exchange bonds governed by Argentine law are denominated in U.S.
dollars and in Argentine pesos. Only the dollar-denominated bonds, amounting
to $2.3 billion, are at issue in the instant motion. These bonds were assigned
five International Securities Identification Numbers (ISINs): ARARGE03E097,
ARARGE03E113, ARARGE03E154, ARARGE03G688, and ARARGE03G704.
B. The Injunction and the Orders of June 27, 2014 and July 28, 2014
Plaintiffs in this case hold bonds issued pursuant to the FAA. Plaintiffs
rejected both the 2005 and 2010 exchange offers, opting instead to seek payment
on the terms agreed to in the FAA. Plaintiffs sued the Republic in this court and
obtained judgments. However, like other 1994 bondholders, plaintiffs found it
impossible to collect on their judgments.
On February 23, 2012, this court issued an order prohibiting the Republic
from making payments on the exchange bonds without also making a ratable
payment to plaintiffs on their bonds. This order was amended and supplemented
on November 21, 2012. As amended, the February 23, 2012 order has become
known as the Injunction.
The Injunction provides: Whenever the Republic pays any amount due
under terms of the bonds or other obligations issued pursuant to the Republics
2005 or 2010 Exchange Offers . . . the Republic shall concurrently or in advance
make a Ratable Payment to NML. Injunction 2(a). The Injunction provides
further that: the Republic is ENJOINED from . . . making any payment under
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the terms of the Exchange Bonds without complying with its obligation . . .
[under] the FAA by concurrently or in advance making a Ratable Payment to
NML. Id. 2(d).
The Injunction also prohibits participants in the payment process of the
Exchange Bonds . . . . from aiding and abetting any violation of this ORDER. Id.
2(e). The term participants refer[s] to those persons and entities who act in
active concert or participation with the Republic, to assist the Republic in
fulfilling its payment obligations under the Exchange Bonds. Id. 2(f) (emphasis
added) (listing several examples of participants). Finally, the Injunction provides
that non-parties may seek clarification from the court of their duties, if any,
under the Injunction. Id. 2(h).
In 2013, Citibank filed a motion asking the court to clarify whether the
Injunction prohibits its handling of payments on the exchange bonds governed
by Argentine law. The court initially deferred action on the motion pending
appeal of the Injunction to the Court of Appeals for the Second Circuit. The Court
of Appeals affirmed the Injunction in August of 2013, and the Supreme Court
denied certiorari in June of 2014.
With the appeals of the Injunction having concluded, the court revisited
Citibanks motion for clarification. On June 27, 2014, the court issued an order
(June 27th Order) providing that the Injunction does not as a matter of law
prohibit payments by Citibank[s] . . . Argentine branch on Peso- and U.S. Dollardenominated bondsgoverned by Argentine law and payable in Argentinathat
were issued by the Republic of Argentina in 2005 and 2010 to customers for
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whom it acts as custodian in Argentina. Order of June 27, 2014. Plaintiffs filed
a motion for partial reconsideration of the June 27th Order.
On July 28, 2014, the court issued an order (July 28th Order) allowing
Citibank to make a one-time payment on the dollar-denominated exchange
bonds governed by Argentine Law. However, the court clarified that the
Injunction would prohibit Citibank from processing payments on the dollardenominated exchange bonds going forward.
Citibank appealed the July 28th Order to the Court of Appeals for the
Second Circuit. The Court of Appeals denied the appeal on jurisdictional
grounds, but noted that nothing in this Courts order is intended to preclude
Citibank from seeking further relief from the district court. Thus, on September
22, 2014, Citibank filed a motion, by order to show cause, to vacate the July
28th Order. It is this motion that is the subject of the present opinion.
The court held hearings on Citibanks motion on September 28, 2014 and
March 3, 2015. The court, on consent of plaintiffs, allowed Citibank to process
payments at the end of September and the end of December on the dollardenominated exchange bonds governed by Argentine law. Citibanks Argentine
branch is expected to receive another interest payment on those bonds on March
31, 2015. Plaintiffs have not consented to Citibanks processing of that payment.
Discussion
Citibank and the Republic have advanced three primary arguments in
support of vacating the July 28th Order: (1) the exchange bonds governed by
Argentine law should not be subject to the Injunction because they are not
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external indebtedness of the Republic; (2) Citibanks Argentine branch should


not be considered a participant in the payment process and therefore its
dealings in Argentina should not implicate the Injunction; and (3) principles of
comity weigh in favor of vacating the July 28th Order.
1. Whether the Injunction Prohibits Citibanks Processing of Payments
on the Exchange Bonds Governed by Argentine Law
Citibank argues that the exchange bonds governed by Argentine law
should fall outside the scope of the Injunction because those bonds do not qualify
as external indebtedness of the Republic.
The operative paragraphs of the Injunction do not speak in terms of
external indebtedness. Rather, the Injunction prohibits participants in the
payment process from assisting the Republic in making payments on exchange
bonds. See Injunction 2(a),(d),(e). Thus the Injunction by its terms does not, in
and of itself, refer to external indebtedness as a condition for its application.
However, the Injunction effectuates the Equal Treatment Provision of the
FAA. See, e.g., Injunction 1(d). The Equal Treatment Provision does speak in
terms of external indebtedness, providing that The payment obligations of the
Republic under the Securities shall at all times rank at least equally with all its
other

present

and

future

unsecured

and

unsubordinated

External

Indebtedness. FAA (1)(c). Thus there is an issue about whether the Injunction,
in light of the FAA, prohibits the Republic from making, and participants from
assisting in, payments on external indebtedness (unless of course a ratable
payment is made to plaintiffs holding 1994 bonds).

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The FAA defines external indebtedness as obligations . . . for borrowed


money . . . payable . . . in a currency other than the lawful currency of the
Republic provided that no Domestic Foreign Currency Indebtedness, as defined
below, shall constitute External Indebtedness. FAA at 16. Since the exchange
bonds at issue here are denominated in dollars, they qualify as external
indebtedness of the Republic unless the carve-out for Domestic Foreign
Currency Indebtedness (DFCI) applies.
The FAA defines DFCI in three ways. See FAA at 17. First, DFCI includes
seven specifically named bonds issued between 1991 and 1993. Id. Second, DFCI
includes any debt issued in replacement for one of those seven specific bonds.
Third, DFCI includes any foreign currency indebtedness offered exclusively
within the Republic of Argentina or issued in . . . substitution . . . or
replacement of indebtedness payable in the lawful currency of Argentina. Id.
The first and second types of DFCI do not apply here. No one suggests that
the exchange bonds, issued in 2005 and 2010, could have been specified in the
FAA, which was drafted more than a decade earlier. The parties do, however,
agree that a small fraction (3%-17%) of the exchange bonds governed by
Argentine law were issued as replacements for one of the seven bonds specified
in the definition of DFCI. Thus, if the operative paragraphs of the Injunction
spoke in terms of external indebtedness, it could be argued that this 3%17%
would qualify as DFCI. The vast majority, however, would not qualify as DFCI.
The parties sharply dispute whether the exchange bonds governed by
Argentine law were offered exclusively within the Republic of Argentina and
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thus qualify as DFCI under the third category. The court has reviewed hundreds
of documents going to this question, and held two hearings where this question
was debated. The evidence produced is overwhelming: the exchange bonds
governed by Argentine law were, like all the other exchange bonds, offered in
many countries, not exclusively in Argentina. See, e.g., 2005 Prospectus
Supplement at (iii), S-95, see also 2010 Prospectus Supplement at (v).
The Republic argues that the exchange bonds governed by Argentine law
were offered locally because they were registered at and payable through CRYL,
an Argentine entity. See Republics Supp. Mem. L. at 19. But this argument goes
to where the transactions were consummated, or in the parlance of contract law,
where the exchanges were accepted. It does not go to where the exchange bonds
were offered.
The final type of DFCI, also falling under the third category, is foreign
currency indebtedness issued in . . . substitution . . . or replacement of
indebtedness payable in the lawful currency of Argentina. FAA at 17. Citibank
argues that in 2002, the Republic passed a series of measures converting all of
its public debts payable in foreign currencies into debts payable in Argentine
pesos. Thus, Citibank contends that the exchange bonds governed by Argentine
law were replacing debts payable in Argentine pesos, and qualify as DFCI under
the third category.
It appears that in 2002 the Argentine President, with authorization from
the Argentine National Congress, pesified its public debts. See Duggan Decl.
6. However, when the exchange bonds were created in 2005, the Republic
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expressly preserved the foreign currency status of debts that may have been
pesified, stating: Solely for the purposes of the [exchange] Offer, Eligible
Securities originally denominated in a currency other than pesos and governed
by Argentine law will be treated as if they were denominated in the currency in
which they were originally issued. 2005 Prospectus Supplement at S-9, S-40.
Thus, the exchange bonds governed by Argentine law and denominated in dollars
do not qualify as DFCI because they replaced bonds that were treated as payable
in a foreign currency, making the third category inapplicable here.
As discussed, the operative paragraphs of the Injunction do not speak in
terms of external indebtedness, and as a result, Citibanks participation in
making payments on exchange bonds is prohibited. This is true whether or not
the exchange bonds are external indebtedness. Nonetheless, the court finds that
the vast majority of exchange bonds governed by Argentine law and payable in
U.S. dollars would not constitute DFCI, but rather would qualify as external
indebtedness of the Republic. Thus, payment on these exchange bonds would
violate the Equal Treatment Provision of the FAA, providing an additional reason
as to why the Injunction applies.
2. Whether Citibank is a Participant in the Payment Process
Citibank argues that it does not participate in the payment process of the
exchange bonds, and thus should not be subject to the Injunction.
Participant within the meaning of the Injunction refers to persons and
entities who act in active concert or participation with the Republic, to assist the
Republic in fulfilling its payment obligations under the Exchange Bonds.
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Injunction 2(f) (emphasis added). The Injunction lists a number of entities that
are participants, such as trustees, depositaries, clearing systems, settlement
agents, transfer agents, et cetera. Id. 2(f)(1)(5). This list is illustrative, not
exclusive. NML Capital, Ltd. v. Republic of Argentina, 727 F.3d 230, 244 (2d Cir.
2013), cert. denied, 134 S. Ct. 2819 (2014). As the court made clear in paragraph
two of the Injunction, a participant in the payment process is any entity that
participates with or assists the Republic in fulfilling its exchange bond
obligations.
Citibank asserts that payments on the exchange bonds governed by
Argentine law are complete when those payments reach CRYL, and thus by
processing those payments after they have been transferred, Citibank is not
assisting the Republic in fulfilling its payment obligations. Hrg Tr. Mar. 3, 2015
at 2426. This argument is unavailing. Citibank is not an exchange bondholder,
but rather a financial institution that processes payments initiated by the
Republic and intended for and terminating with exchange bondholders. By
crediting those payments to customer accounts, including the accounts of large
clearinghouses, Citibank is assisting the Republic in fulfilling its payment
obligations on the exchange bonds. To rule otherwise, this court would have to
adopt an overly narrow and technical reading of the term participants, one at
odds with the clear language of the Injunction and at odds with the courts intent
in fashioning that Injunction.

10

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3. Whether Principles of Comity Weigh in Favor of Allowing Citibank to

Process Payments on the Dollar-denominated Exchange Bonds


Governed by Argentine Law

Citibank argues that principles of comity weigh in favor of allowing it to


process payments on the dollar-denominated exchange bonds governed by
Argentine law.
In Gucci America, Inc. v. Weixing Li, the Court of Appeals considered
whether to uphold an injunction won by luxury goods companies which froze
assets in accounts of the New York branch of the Bank of China, and also
purported to freeze assets in Bank of China accounts worldwide. 768 F.3d 122,
12627 (2d Cir. 2014). The Bank of China, owned in major part by the Chinese
government, was not incorporated or headquartered anywhere in the United
States, and only a small fraction of its thousands of bank branches were located
in the United States. Id.
The Court of Appeals held that the injunction against the defendant was
valid, and operated to forbid non-parties from assisting in its violation. Id. at
130. However, the Court of Appeals reasoned that before the injunction could be
enforced against non-parties such as the Bank of China, the district court must
ensure that it has personal jurisdiction or specific jurisdiction over the foreign
entity. Id. at 134. Since the Bank of China was headquartered outside of the
forum, and because its contacts with the forum appeared remote, the Court of
Appeals held that the district court lacked general jurisdiction over the bank,
and remanded the case to the district court to determine whether it could
exercise specific jurisdiction. Id. at 13637.
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The Gucci court also suggested that district courts consider notions of
comity in rendering decisions affecting sovereign interests. Id. at 13839.
Comity is . . . the recognition which one nation allows within its territory to the
legislative, executive or judicial acts of another nation, having due regard both
to international duty and convenience, and to the rights of its own citizens, or of
other persons who are under the protection of its laws. Id. at 139 (quoting Hilton
v. Guyot, 159 U.S. 113, 16364 (1895)). In conducting a comity analysis, the
Court of Appeals suggested that lower courts address the factors provided in
403 of the Restatement (Third) of Foreign Relations Law. Id. These factors
include considerations of whether the courts exercise of jurisdiction over a
foreign entity is reasonable; the extent to which an activity takes place within
the regulating states territory; the importance of the regulation to the
international political, legal or economic system; the other states interest in the
regulating activity; and the likelihood of conflict with regulation by another state.
See Restatement (Third) of Foreign Relations Law 403 (a)(h).
The concerns over jurisdiction present in the Gucci case are absent here.
Unlike the Bank of China, which was headquartered outside of the United States
and had only minimal contacts with the forum, Citibanks global headquarters
is located in New York. Citibank merely maintains a branch in Argentina.
Moreover, just as in Gucci, this courts injunction is not directed at Citibank, but
at defendant the Republic of Argentina. Third parties like Citibank are not
directly enjoined, but rather indirectly prohibited from assisting the Republic in
meeting its exchange bond obligations.
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The court is mindful that considerations of comity play a role when


deciding matters involving foreign sovereigns. See Aurelius Capital Master, Ltd.
v. Republic of Argentina, 589 F. App'x 16, 18 (2d Cir. 2014). The Republic of
Argentina, as a foreign sovereign, is entitled to a degree of grace and comity. Id.
But comity is a two-way street. The Republic, in a contract of its own signing,
irrevocably acceded to the jurisdiction of United States courts for disputes
arising under that contract. See FAA 22 (The Republic hereby irrevocably and
unconditionally

waives,

to

the

fullest

extent

permitted

by

law,

any

objection . . . .). When those courts issued judgments, the Republic refused to
honor them. Comity would have urged the opposite.
By observing the Injunction, Citibank asserts that it risks sanction in
Argentina. However, if Citibank processes payments on exchange bonds, it
violates the Injunction issued by this court. Neither option is appealing. See
Restatement (Third) of Foreign Relations Law 403(2)(h) (referring to the
likelihood of conflict with regulation by another state.). But if Citibanks
predicament is a matter of comity, it is only because the Republic has refused to
observe the judgments of the court to whose jurisdiction it acceded. Comity does
not suggest abrogating those judgments, or creating exceptions to the Injunction
designed to enforce them. Rather, comity suggests that the Republic not penalize
third parties, like Citibank, who must observe the orders of United States courts.
The court has long urged the Republic to participate in negotiating a
resolution to the claims in this case, and has appointed a Special Master to

13

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facilitate that process. The court urges the Republic, once again, to avail itself of
the Special Master's services.
Conclusion
For the reasons given above, the court denies Citibank's motion, by order
to show cause, to vacate the July 28th Order.
SO ORDERED.
Dated: New York, New York
March 12, 2015
'Thomas P. Griesa
United States District Judge

USDCSDNY

{DOCUMENT
l
ELECIRONICALLY FILED f
DOC#:
f
DATE FILED:

14

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EXHIBIT B

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UN ITED STATES DISTRI CT COURT


SOUTHERN DISTRICT OF EW YORK

-------- - ---------------- -- ------- X


NML CA PITAL, LTD.,
Plainti ff,
- against THE REPUBLIC OF ARG ENTINA,
Defendant.

No. 08 Civ. 6978 (TPG)


No. 09 Civ. 1707 (TPG)
o. 09 Civ. 1708 (TPG)

----------------------- ---- ------- X


AURELIUS CA PITAL MASTER, LTD. and
ACP MASTER, LTD.,
Pia inti ffs,
- against T HE REPUB LI C OF ARGE TINA,
Defendant.

No. 09 Civ. 8757 (TPG)


No. 09 Civ. I 0620 (TPG)

------ - ------------------------- -- X
AURELIUS OPPORTUN ITI ES FUND rt, LLC
and AURELIUS CAPITAL MASTER, LTD.,
Plaintiffs,
- against THE REPUBLIC OF ARGENT! A,
Defendant.

No.
No.
o.
o.

I 0 Civ. 1602 (TPG)


I 0 Civ . 3507 (TPG)
I 0 Civ. 3970 (TPG)
I 0 Civ. 8339 (TPG)

---- ---------- ---------- --- ------- X


BLUE ANGEL CAPITAL I LLC,
Plaintiff,
- against THE REPUBLIC OF ARGENT! A,
Defendant.

No. 10 Civ. 4101 (TPG)


o. I 0 Civ. 4782 (TPG)
x (captions continue on following page)

DECLARATION OF FEDERICO ELEWAUT

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---------------------------------- X
OLIFANT FUND, LTD.,
Plaintiff,
- against THE REPUBLIC OF ARGENT INA,
Defendant.

o. I0 Civ. 9587 (TPG)

--------------------------------- - X
PABLO ALBERTO VARELA, et al.,
Pia inti ffs,
-againstTHE REPUBLIC OF ARGE Tl A,
Defendant.

No. I 0 Civ. 5338 (TPG)

--------------------------------- - X

Pursuant to 28 U.S.C. 1746, I, Federico Elewaut, declare under penalty of perjury under
the laws of the United States of America that the following is true and correct:
I.

I am Head ofC iti Treasury and Trade Solutions, which includes Custody

Services, for Citibank Argentina. Citibank Argentina is the Argentine branch ofCi tibank, N.A.
("Citibank"). I am familiar with the operations ofCitibank Argentina, and in particular with the
functions of its securities custody business.
2.

I make this declaration in support ofCitibank's further opposition to injunctive

relief against payment by Citibank Argentina on certain U.S. dollar-denominated bonds issued
by the Republic of Argentina (the "Republic'") that are governed by Argentine law and payable
in Argentina, and that bear the following International Securities Identification Numbers
('' ISINs"): ARARGE03E I62, ARARGE03EI88, ARARGE03E097, ARARGE03EII3,
ARARGE03E 154, ARARGE03G688, and ARARGE03G704 (collectively, the "Argentine Law
Bonds").

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Citibank Argentina and Its Limited Role as Custodian

3.

Citibank Argentina has been operating as a commercial bank in Argentina for I00

years. It is licensed to engage in banking activities in Argentina, including the provision of


securities custody services, by Banco Central de Ia Republica Argentina ("BCRA''), the central
bank of Argentina. It is governed in all respects by the laws of the Republic and by the rules and
regulations of BCRA.
4.

Citibank Argentina has a number of customers for which it holds securities in

custody, including some customers who hold Argentine Law Bond s. Most of the customers who
own Argentine Law Bonds (about six hundred and fifty Argentine individuals and six Argentine
companies) hold securities for their own account. A few customers who own Argentine Law
Bonds (about seven international institutional customers) generally hold securities in order to
meet obligations to their own customers.
5.

Citibank Argentina has entered into a separate custody agreement with each of its

custody account customers. Pursuant to these agreements, Citibank Argentina acts only for its
customers, in a very limited capacity. Citibank Argentina simply accepts for deposit interests in
securities acquired by customers, maintains them safely until they are sold or transferred, and
credits customer accounts with any payments received on their securities.
6.

Citibank Argentina does not advi se its customers which sec urities to buy or hold,

and does not routinely analyze the nature of any particular security, other than to record the
currency, and the agreed dates of payment or maturity.
7.

Citibank Argentina is not, and does not act as, an agent for the Republic or any

other securities issuer in respect of its obligations as a custodian.

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The Securities Held in C ustody in Book-Entry Form

8.

Most of the securities held by Citibank Argentina for its custody customers are

sovereign or corporate securities issued in Argentina, including bonds issued by the Republic
that are governed by Argentine law and upon which the Republ ic makes payments entirely in
Argentina, like the Argentine Law Bonds.
9.

Most of these securities are held in book-entry form. Thus, Citibank Argentina

does not hold these type of securiti es in physical bonds, certificates, or notes. Rather, ownership
of the security is recorded in the customer's account by its !SIN. Citibank Argentina also obtains
other information about the security, as relevant to its obl igations as custodian, from either the
local clearing system for these securities. Caja de Valores S.A. ("Caja'"), or from the Argentine
stock exchange bulletin, Bolsar. The information relevant to Citibank Argentina includes the
currency denomination, the governing law, the issue date, the payment dates, and the maturity
date.
Citibank Argentina's Obligations to C ustomers

I0.

The principal services provided by Citibank Argentina as a custodian are to (a)

process payments, when received, and (b) transfer ownership of securities, as directed by
customers.
II .

Citibank Argentina 's obl igation to process payments arises only from its contracts

with customers and Argentine law. Pursuant to both, it is my understanding that Citibank
Argentina is obligated to transfer funds received for the benefit of customers as directed by those
customers. I have never understood that funds paid for the benefit of customers may be retained
in a Citibank Argentina account, and I bel ieve holding such funds wou ld be a violation of
Citibank Argentina's duty to customers under its contracts and Argentine law.

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I 2.

Citibank Argentina, as a custodian, has no obligation directly to the Republi c-

other than to obey its banking laws. With respect to the Argentine Law Bonds, for example, the
Republic has not assigned Citibank Argentina any role in the payment stream, Citibank
Argentina has no contract with the Republic with respect to the custodial services it prov ides to
its clients, and Citibank Argentina is not paid by the Republic in connection with its role in
remitting payments to clients. Thus, Citibank Argentina has no obligations comparable to those
of an indenture trustee with respect to the Argentine Law Bonds held in custody for customers.
I 3.

Citibank Argentina is only a custodian for bonds issued by the Republic,

including Argentine Law Bonds, because its custody account customers have acquired such
bonds. Citibank Argentina is not the only custodian of Argentine Law Bonds, and if its custody
account customers so ld their holdings of Argentine Law Bonds, Citibank Argentina would cease
to be a custodian of those bonds.

The Processing of Payments


I4.

Processing of payments is done differently depending on customer directi ons.

15.

Citibank Argentina receives payments on its customers' securities through Caja.

Caja acts as a securities clearing system, registrar and paying agent for both Argentine
government and corporate securities, and holds "col lective deposits" in the names of
participating institutions and their customers.
I6.

Citibank Argentina, as a participating financial institution in Caja, has entered

into an agreement with Caja, pursuant to which Citibank Argentina informs Caja when its
customers have purchased, transferred, or sold an interest in securities held by Caja, and Caja
makes a corresponding book-entry in the "collective deposit" account denoting whether the
customer has increased or decreased its holdings.

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17.

The collective deposit account at Caja is made in the names of both the

participating financial institution (e.g., a bank like Citibank Argentina), and such institution's
custody account customers.
18.

When Caja receives payment on a bond in which a customer of Citibank

Argentina has a beneficial interest, Caja will credit the payment to an account belonging to
C itibank Argenti na.
19.

Citibank Argentina then credits its customers' accounts as directed by standing

in structions from its customers. Citibank Argentina either credits a customer's account at
C itibank Argentina, which is generally the case for individual Argentine customers and
Argentine companies, or transfers the funds, through various intermediaries, to accounts in other
countries, which is generally the case fo r non-resident institutional customers.
The Argentine Law Bonds Held for Customers

20.

I have been advised that Plaintiffs are attempting to prevent Citibank Argentina

from crediting customer accounts with payments made by the Rep ubi icon the Argentine Law
Bonds. As noted above, each of the Argentine Law Bonds is issued by the Republic, is U.S.
dollar-denominated, is governed by Argentine law, and is payab le in Argentina.
2 1.

Interests in these bonds have been held or are held in book-entry form in one or

more Citibank Argentina custody accounts for customers. However, the number of Argentine
Law Bonds owned by Citibank Argentina's customers fluctuates over time, as customers trade
these bonds on the market.
The Argentine Law Bonds Are Fungible

22.

I have been advised that most of the Argentine Law Bonds were issued in

connection with local transacti ons by the Republic, and that certain of these bonds share the

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same ISI N as one type of bond issued in connection with the 2005 exchange conducted by th e
Republic.
23.

Among Argentine Law Bonds that bear the same TSIN, it is operationally

impossible to determine, by reference to the ISTN or any other information available to Citibank
Argentina, when or for what purpose these Argentine Law Bonds were issued, or who their prior
owners might have been. I was advised th at the Court had directed the parties to devise a way to
ascertain such information, but in my view there is no possibl e mean s for doing so.
Payments on Argentine Law Bonds

24.

It is my understanding that, in order to make a princi pal or interest payment upon

the Argentine Law Bonds, the Republic first transfers the required U. S. dollars to the account of
the Central de Registro y Liquidaci6n de Instrumentos de Endeudamienlo Publico ("'CRYL")
with BCRA. CRYL is a depository fo r securities issued by the Republic and arranges fo r the
clearance and settl ement of transactions in these securities through book-entry changes in its
participants ' accounts. CRYL holds all of the global certificates corresponding to the Argentine
Law Bonds and is the registered owner of the Argentine Law Bonds.
25.

Caja is a participant in CRYL. I understand that Caja has established a receiving

account at CRYL, in its own nam e and for the account of third-parties, that corresponds with each
Argentine Law Bond . I also understand that immed iately upon recei ving the payments from the
Republic on the Argentine Law Bonds, CRYL transfers the entire payment to the corresponding
receiving account held in Caja's name at CRYL. It is my understanding that, once the payment
reaches Caja's acccount at CRYL, the funds belong to customers, and Caja and any intermed iary
receiving fu nds downstream from Caja are holding the funds solely for the benefit of customers.

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26.

Upon receiving the fund s in its receiving account at CRYL, Caja in turn credits

the amount received to the respective accounts of participants in Caja, including Citibank
Argentina and other custodians or owners of Argentine Law Bonds.
27.

Immed iately upon the receipt of any payment on the Argentine Law Bonds in its

account, Citibank Argentina either credits the cash accounts of its customers or acts as directed
by any standing instruction. Citibank Argentinas ob ligation to its customers is complete when
the cash accounts of those customers have been cred ited with the amount each such customer is
entitled to receive on that date, or when any standing or specific instructions in respect of such
accounts have been executed.
Dated:

February 13, 2015


Buenos Aires, Argentina

Federico Elewaut

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2

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------x

NML CAPITAL, LTD., et al.,

Plaintiffs,

5
6

v.

08 CV 6978 (TPG)

THE REPUBLIC OF ARGENTINA,

7
8

Defendant.
------------------------------x

New York, N.Y.


September 26, 2014
3:05 p.m.

10
11
12

Before:
HON. THOMAS P. GRIESA,

13
14
15
16

District Judge
A P P E A R A N C E S
GIBSON DUNN & CRUTCHER
Attorneys for Plaintiff NML Capital, Ltd.
BY: THEODORE B. OLSON
JASON J. MENDRO

17
18

DECHERT LLP
Attorneys for Plaintiff NML Capital, Ltd.
BY: ROBERT A. COHEN

19
20
21
22
23

FRIEDMAN KAPLAN SEILER & ADELMAN LLP


Attorneys for Interested Parties Aurelius Capital Partners
and Blue Angel
BY: EDWARD A. FRIEDMAN
CLEARY GOTTLIEB STEEN & HAMILTON
Attorneys for Defendant
BY: CARMINE BOCCUZZI

24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300

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2
3
4

APPEARANCES (Cont'd)
DAVIS POLK & WARDWELL LLP
Attorneys for Citibank
BY: KAREN E. WAGNER
MATTHEW ROLAND
LINDSEY KNAPP
JAMES KERR

5
6

MORGAN LEWIS & BOCKIUS


Attorneys for Clear Stream
BY: JOHN M. VASSOS

7
8

LEVI LUBARSKY & FEIGENBAUM


Attorneys for JP Morgan Chase
BY: HOWARD B. LEVI

9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300

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THE COURT:

This will be at 3:00 Monday.

This is the

first of two hearings.

The hearing today will deal with issues

about Citibank and Buenos Aires.

with recent conduct by the Republic of Argentina.

today is brought on by a motion which was served on Monday, an

order to show cause was signed.

The hearing Monday will deal


The hearing

Ms. Wagner, would you like to speak to that motion?

MS. WAGNER:

Good afternoon, your Honor.

10

I would.

Thank you, your Honor.

First, we thank the Court for hearing us on an

11

expedited basis.

12

expedited hearing because it faced serious risk if it could not

13

make the September 30 payment on the Argentine law bonds that

14

it holds for its customers.

15

consent to that payment.

16

As you know, your Honor, Citibank sought an

Plaintiffs have now agreed to

So you may ask, why is it that we are having this

17

hearing today.

And with your Honor's permission, I would like

18

to go through a little bit of the history which I think will

19

explain to you why we are --

20

THE COURT:

The reason we are having the hearing is,

21

we are not just dealing with the September 30 payment.

The

22

question is, is there any problem about Citibank servicing that

23

debt on an ongoing basis.

24

September 30 payment, that did not solve the problem.

25

pass that.

If there was some consent to a

SOUTHERN DISTRICT REPORTERS, P.C.


(212) 805-0300

Let's

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MS. WAGNER:

Yes, your Honor.

And to go to the point, what is the issue relating to

Citibank and the Argentine law bonds, just to go through a

little of the history, when this motion first came on before

your Honor, after the Supreme Court issued a denial of

certiorari, the first thing that your Honor did when Citibank

brought this motion was to ask the plaintiffs if they would

consent to the motion.

Honor has understood that Citibank is in a very different

Obviously, from the very beginning your

10

position from Bank of New York Mellon, an indenture trustee,

11

and the Argentine law bonds are extremely different from the

12

bonds that are New York law bonds that are governed by an

13

indenture as to which Bank of New York is the indenture

14

trustee.

15

Your Honor has continued to express himself repeatedly

16

that the bonds are very different and that Citibank is very

17

different.

18

September 10, as to the bonds that when you were dealing with

19

the injunction, what you have referred to as the major

20

injunction in this case, what I thought I was dealing with was

21

something that was quite different from the bonds dealt with in

22

the large injunction, which are payable in New York, subject to

23

New York law.

24
25

Your Honor has said repeatedly, most recently on

It's my understanding that what is being dealt with in


Argentina are bonds issued in Argentina, specifically subject
SOUTHERN DISTRICT REPORTERS, P.C.
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to Argentine law.

of New York has a completely different relationship to the case

versus the Citibank branch in Buenos Aires.

has to deal with the Republic of Argentina, and most recently

you directed the parties.

As to Citibank the Court has observed Bank

Citibank Argentina

It was my view and still is my view that the Argentine

law bonds, issued in Argentina, payable in Argentina, subject

to Argentine law, are different from the bonds subject to the

February 23 order.

And the parties should know that whatever

10

issues there are about Citibank and Argentina, September 30 or

11

December 31, it is the view of the Court that what we are

12

dealing with and what your applications relate to are bonds

13

that are different from the bonds covered by the February 23

14

order.

15

Your Honor, if you go back and look at the motion

16

which was brought by plaintiffs with respect to the February 23

17

order, you will find that that motion was directed very

18

specifically to two series of bonds for which Bank of New York

19

was indenture trustee.

20

those bonds.

21

Citibank or about the Argentine law bonds or anything other

22

than the Bank of New York bonds.

23

hearings you did not consider the difference between Bank of

24

New York Mellon and Citibank or the difference between the Bank

25

of New York bonds and the Citibank bonds.

You were provided with evidence about

You were provided no evidence whatsoever about

For that reason, during those

SOUTHERN DISTRICT REPORTERS, P.C.


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However, your Honor, as you know, you wrote an opinion

in connection with the injunction, the major injunction that

was issued at that point, and it was very clear from the

opinion that what you were dealing with were the parties that

were involved somehow in the contract relating to the Bank of

New York bonds.

enforce a contractual obligation.

was based on the fiscal agency agreement which defines external

debt and which says that external indebtedness is subject to

Your Honor's injunction was intended to


That contractual obligation

10

the pari passu clause.

11

hearing about whether the Bank of New York bonds were subject

12

to the clause.

13

THE COURT:

There was not a big discussion in that

Let me interrupt you.

We have had many

14

sessions on various things in this case and the lawyers have

15

made statements and I've made statements.

16

different stage.

17

Citibank's ongoing right or lack of right to service the

18

Argentine bonds.

19

issues on that and not go back --

But we are now at a

We are dealing with the question of

Now, if we could get to the issues, the legal

20

MS. WAGNER:

21

THE COURT:

Certainly, your Honor.


And recap a whole lot of things in the

22

past.

There are legal issues on that point.

23

ready to address them.

24

MS. WAGNER:

25

There are many legal issues.

I am sure you're

Yes, your Honor.


There are some legal

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issues relating to the Argentine law bonds.

issues relating to Citibank Argentina.

Citibank Argentina is that it is a separate entity.

located in Buenos Aires.

Argentina.

matter of comity it is not appropriate for a U.S. court to

issue an order that requires a branch bank in Argentina to

violate the law.

payments to customers by Citibank Argentina would require that

10

Citibank Argentina violate the law of the country in which it

11

is licensed and would put Citibank Argentina and its employees

12

at great risk.

13

that is undisputed as to these points.

14

There are some

The issues relating to


It is

It is a branch bank licensed by

It is subject to the laws of Argentina.

And as a

Applying the injunction of this Court to

And we have put in evidence before the Court

So as to Citibank Argentina, the law is that a comity

15

analysis which is now required by the new Gucci case in the

16

Second Circuit would lead you to the conclusion that you can't

17

require those entities to violate Argentine law.

18

I would also make one other point as to Citibank

19

Argentina which does relate to the original injunction, and

20

that is the original injunction was issued to enforce a

21

contract.

22

in that contract, which would be the indenture and fiscal

23

agency agreement.

24
25

And the parties who were enjoined did play some role

Citibank is not a party to either one of those


contracts.

It plays no role in either one of those contracts.


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It is a custodian.

contractual relationship with Argentina.

relationship under the indenture.

customers.

contract which was being enforced in the original injunction.

It is paid by its customers.

It has no

It has no contractual

It simply holds bonds for

And, therefore, it is outside the bounds of the

As to Citibank Argentina I would suggest to you, those

are two key points.

are also issues of comity, are that Argentina makes payments on

the bonds, the Argentine law bonds entirely within Argentina.

10

Payment is made, as a matter of law, by Argentina when payment

11

is made to the CYRL, which is a government entity in Argentina,

12

and then it's passed on to the Caja de Valores, which is

13

another local Argentine entity, neither of which is in any way

14

present in New York.

15

And the other key points that flow from it

Payment is complete by the time the payment reaches

16

these entities.

17

belongs to customers.

18

choice but to pass it on to customers.

19

pass it on to customers, Citibank will be subject to another

20

doctrine, which is foreign sovereign compulsion.

21

When Citibank gets the payment, the money


Under Argentine law Citibank has no
And if Citibank doesn't

Argentina has made it very clear that it will enforce

22

its banking laws against Argentina.

It has suggested that it

23

could take quite serious enforcement action, but there is no

24

question that Argentina, as a sovereign, is entitled to enforce

25

its banking law with respect to a bank licensed in Argentina.


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So foreign sovereign compulsion would also be a doctrine that

would be relevant to this analysis, and obviously the questions

of separate entity, of active state, and sovereign foreign

compulsion were not issues that were addressed by anyone in

connection with the original injunction because there was

nobody in that capacity.

custodian capacity.

contract for paying the bonds.

Indeed, there was nobody in any

It was rather people involved in the

Then with respect to the Argentine law bonds, your

10

Honor, they are different from the bonds that were addressed in

11

the hearing, the Bank of New York bonds.

12

law bonds.

13

are peso bonds.

14

all local bonds.

15

took place at the same time as the international exchanges.

16

know now that many of them were not issued in exchanges.

17

of them were not.

18

any exchange.

19

exchanged for other domestic debt.

20

something that was external indebtedness for an Argentine law

21

bond, and there was no Argentine law bond exchange for

22

something that is external indebtedness.

The bonds are local

They are governed by Argentine law.


Some of them are dollar bonds.

Some of them
But they are

Some of them were issued in exchanges that


We

Most

Most of them were issued independently of

Those that were issued in the exchanges were


There was no exchange of

23

Because these bonds, therefore, are not external

24

indebtedness -- they are called domestic foreign currency

25

indebtedness -- they are not subject to the pari passu clause,


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which the injunction was intended to enforce.

indenture trustee.

local government decrees.

submit to jurisdiction in the United States --

They have no

They were issued pursuant to local laws,

THE COURT:

The government of Argentina did not

Can I interrupt you.

Maybe you are going

to come back to this.

about whether these bonds are subject to the pari passu

provision of the 1994 instrument.

MS. WAGNER:

10

THE COURT:

11

MS. WAGNER:

12

THE COURT:

13

MS. WAGNER:

You went over very quickly the issue

Yes, your Honor.


Are they or are they not?
Your Honor, they are not subject to.
Why not?
They are not because they constitute what

14

is called domestic foreign currency indebtedness.

15

agency agreement is the agreement that governs the pari passu

16

obligation.

17

indebtedness is the debt that is subject to the pari passu

18

obligation.

19

domestic foreign currency indebtedness.

20

10

The fiscal

Pursuant to the fiscal agency agreement, external

External indebtedness is defined to exclude

So then the question is, what is domestic foreign

21

currency indebtedness?

And we have put before you a number of

22

papers that will demonstrate domestic foreign currency

23

indebtedness is either one of several bonds that are identified

24

by name, or it is a bond that was issued in exchange for such a

25

bond, or it is another kind of bond, whether it is Argentine


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11

peso denominated or dollar denominated or some other currency

denominated, but issued only in Argentina.

THE COURT:

You are going a little quickly for me.

Go

back and I want to ask, again, why are these bonds subject to

the 1994 fiscal agency agreement and the pari passu?

explain that again.

Just

MS. WAGNER:

The pari passu clause is contained in the fiscal

Sure, your Honor.

agency agreement.

10

THE COURT:

11

MS. WAGNER:

Of 1994?
Of 1994.

And it imposes the obligation,

12

and I'm just going to read it to you, your Honor.

13

obligations of the Republic under the securities shall at all

14

times rank at least equally with all its other present and

15

future unsecured and unsubordinated external indebtedness, as

16

defined in this agreement.

17

The payment

So I just read a quote from the fiscal agency

18

agreement.

The fiscal agency agreement then defines external

19

indebtedness to mean obligations of the Republic denominated in

20

a currency other than the lawful currency of the Republic,

21

provided, however, and this is the key proviso, that no

22

domestic foreign currency indebtedness shall constitute

23

external indebtedness.

24

indebtedness is excluded from the indebtedness that is subject

25

to the pari passu clause.

So domestic foreign currency

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So far is that clear, your Honor?

THE COURT:

MS. WAGNER:

12

Shall I continue?

I'd like that language.


It's paragraph 1C of the fiscal agency

agreement.

THE COURT:

The language I see, I don't know how you

refer to it as the exception is.

agreement of 1994 offered exclusively within the Republic of

Argentina.

From the fiscal agency

Is that what you are talking about?

MS. WAGNER:

Your Honor, I am talking about the

10

definition of domestic foreign currency indebtedness, which is

11

on page 17 of the fiscal agency agreement.

12

series of identified categories of bonds in subparagraph little

13

i.

14

exchange or as a replacement for the indebtedness, referred to

15

in little i above, and three little i:

16

payable by its terms or which at the option of the holder

17

thereof may be payable in a currency other than the lawful

18

currency of the Republic of Argentina.

And then it adds to that:

And that includes a

Any indebtedness issued in

Any other indebtedness

19

THE COURT:

This is a definition of what?

20

MS. WAGNER:

21

That's on page 17 of the FAA.

22

THE COURT:

23

I thought I was quoting from that, but maybe you are

Domestic foreign currency indebtedness.

Just a minute.

24

quoting from a different part of it.

25

to?

Where are you referring

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MS. WAGNER:

13

Your Honor, if you look towards the

middle of it where there is two little i -- first of all, there

are a series of categories of bonds.

Anything issued in exchange for those bonds.

Any other indebtedness, which is offered exclusively within the

Republic of Argentina or issued in exchange for indebtedness

payable to the lawful currency in the Republic of Argentina.

There are a number of different types of bonds.

THE COURT:

10

MS. WAGNER:

11

THE COURT:

Then two little i says:


Three little i:

Just a minute.
It's a very dense paragraph.
I just want to make sure we are focusing

12

on the same language.

I'm focusing on that same long paragraph

13

headed domestic foreign currency indebtedness, and I'm talking

14

about or I was referring -- I meant to refer to a provision way

15

down in that paragraph, little ii, and then subparagraph:

16

Offered exclusively within the Republic of Argentina.

17

Are we talking about the same language?

18

MS. WAGNER:

We are talking about the same language,

19

your Honor, except I think it's possible that you are limiting

20

your focus to fewer provisions of it than I might focus on.

21

But, yes, we are talking about the same language in the same

22

provision.

23

THE COURT:

24

MS. WAGNER:

25

You go ahead.
Your Honor, I think it is clear that if a

bond is domestic foreign currency indebtedness, then it is not


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14

external indebtedness and therefore it is not subject to the

pari passu clause.

Honor, and the Republic has also put evidence before you that

the Argentine law bonds were either obtained because they were

offered and exchanged for one of these other local law bonds,

or they were offered exclusively in Argentina.

several different categories.

that they fall within one of these categories.

We have put evidence before you, your

THE COURT:

10

MS. WAGNER:

There are

We have put evidence before you

When were these bonds issued?


These bonds were issued at various times,

11

your Honor.

12

with a parallel local exchange.

Many of them were issued at

13

other times for other purposes.

For example, as we talked

14

about several hearings ago, a lot of them were issued in

15

connection with the Repsol settlement.

16

recently.

17

in the same series using the same ISIN numbers.

18

Some of them were issued in 2005 in connection

That was fairly

That is one category of them.

They are all issued

And while we do know how many of them were issued in

19

some form of exchange, we know that most of them were not.

And

20

we know that we cannot tell the difference between ones that

21

were and ones that were not.

22

fact, have two distinct characteristics which make them not

23

subject to the injunction.

24

issued in any exchange obviously do not fall even within the

25

literal language of the injunction.

So the Argentine law bonds, in

One is the ones that were not

But, two, domestic foreign

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currency indebtedness is not subject to the pari passu clause

and, therefore, could not be subject to an injunction issued

for the purpose of enforcing the pari passu clause.

4
5

THE COURT:
talk.

15

We have a number of people who may wish to

Can you conclude.

MS. WAGNER:

Certainly, your Honor.

I will conclude.

I guess what I would conclude, finally, your Honor, is

this.

The injunction, the major injunction was issued in this

case on a record that had only to do with Bank of New York

10

bonds.

If plaintiffs wished to enjoin payments on the

11

Argentine law bonds, they need to make the record and they have

12

not done that.

13

major injunction, the limit of the injunction was on a party

14

that had some contractual connection to the bonds.

15

example, in your Honor's opinion explaining the payments that

16

were intended to be enjoined, your Honor noted at page 10 of

17

that opinion that after the funds got to a depository trust

18

company in New York, the funds are then deposited into

19

financial institutions, apparently banks, which then transfer

20

the funds to their customers, who are the beneficial interest

21

holders in the bonds.

22

the injunction should bind Argentina, the indenture trustee,

23

the registered holders, and the clearing system.

24

ask that those financial institutions who received the money

25

from the DTC be enjoined, and they were not.

However, I would also say that even in the

So, for

Plaintiffs assert that under Rule 65(d),

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16

In our situation, your Honor, on the Argentine law

bonds, the equivalent of DTC is the Caja de Valores, and your

Honor found that in a previous opinion involving Citibank

Argentina.

under your Honor's analysis in this injunction, no matter what

else is in the case, we should not be bound by the injunction.

We received the money from the Caja de Valores and

Thank you, your Honor.

THE COURT:

Who wants to speak next.

MR. OLSON:

Theodore Olson, your Honor, on behalf of

10

NML and the other plaintiffs.

11

A couple of preliminary points.

12

Your injunction which you issued was clear and

13

warranted.

14

repeated briefings.

15

Circuit twice.

16

has never been modified.

17

It was the subject of repeated hearings and


It's been affirmed as issued by the Second

The Supreme Court refused to hear the case.

It

What we are here today about is an application by

18

Citibank to modify the injunction that has been affirmed twice

19

by the Second Circuit, which has been opened, an effort by

20

other parties for similar modifications of the injunction and

21

will open the way for Argentina to engage in similar evasions

22

of the order that you've already issued.

23

Our position is that Citibank does not have the right

24

certainly at this time to seek modification of an injunction

25

issued in a case after all that briefing, argument, and appeals


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17

in a case at which it was not a party and which, if it had

sought to intervene, or sought to seek modifications of the

injunction, should have been done a long time ago, much

earlier, and should have been raised before.

THE COURT:

Why is this seeking a modification of that

injunction?

And the reason I ask is, that injunction applied

to certain bonds.

applied to certain bonds.

Of course, it had other provisions.

But it

MR. OLSON:

It applied to --

10

THE COURT:

It didn't apply to all the bonds issued in

11

the world.

And are these not different bonds than the ones

12

covered by that injunction?

13

MR. OLSON:

These are not, respectfully, your Honor,

14

different bonds than the bonds covered by the injunction.

15

injunction was clear.

16

bonds, as Ms. Wagner acknowledged in the Second Circuit, were

17

exchange bonds.

18

that hearing eight days ago specifically said, the injunction

19

is clear, doesn't it cover.

20

these bonds.

21

did.

22

going to be a change in the injunction, it's going to have to

23

be required to be modified.

24

that other parties are going to come in and say, our bonds are

25

different.

It had to do with exchange bonds.

The
These

Two of the judges in the Second Circuit during

You decided that it did cover

The judges of the Second Circuit felt that it

They thought that the injunction was clear.

If there is

And the implications of that is

They were issued at different times and they are


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18

not subject to the injunction.

You are going to have a great

deal of litigation.

going to be an appealable order.

possibility of settlement in this case.

to be done, your Honor, I respectfully submit, on the basis of

a factual record.

issues, factual issues.

with respect to the Citibank Argentina itself, the nature of

that institution, and my clients have sought discovery on this

If the injunction is modified, that's


It is going to frustrate any
And it's going to have

Ms. Wagner basically said that there are


There need to be facts were her words,

10

issue and the other issues I'm about to mention.

11

not had the opportunity to do that because Citibank Argentina

12

has rejected any effort to do that.

13

on the nature of the entity, Citibank Argentina, the nature of

14

these bonds.

15

bonds here, possibly issued at different times, some of which

16

may be so-called exchange bonds, some of them may not be

17

exchange bonds.

18

And we have

That discovery would focus

You've just heard that there are all sorts of

We have also heard assertions by Citibank --

THE COURT:

Look.

The bonds that are covered by the

19

injunction, it wasn't some indefinite concept.

They are

20

defined.

And it's not

21

all possible bonds.

22

covered.

23

They were a particular kind of bond.

MR. OLSON:

It's a particular kind of bond that was

Precisely, your Honor.

And it's covered

24

and in clear terms in the injunction that you ordered of

25

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1
2

THE COURT:

And they were payable in New York,

governed by New York law.

MR. OLSON:

That is not in the terminology of your

injunction, your Honor.

Second Circuit eight days ago thought was clear.

6
7

It is not in the injunction which the

THE COURT:

The Second Circuit did not issue any

MR. OLSON:

No.

opinion.

8
9

19

But the injunction that you issued

was issued after numerous hearings, numerous exchanges back and

10

forth between all of the parties.

11

then and was not raised because the injunction was clear.

12

applied to bonds that were exchange bonds and what we are

13

talking about today is carving out an exception for certain

14

types of bonds and it's not very clear and it cannot be clear

15

until there is a factual exposition of the record pursuant to

16

the discovery that we sought.

17

This issue was not raised


It

What Ms. Wagner has argued here is, they are not

18

subject to the pari passu clause.

19

than that.

20

conjunction with a repeated history of Argentina of attempting

21

to evade their responsibilities by engaging in litigation and

22

changing the legislation and threatening to exchange the

23

bond --

24
25

Your injunction was broader

And it wasn't so limited and it was issued in

THE COURT:

You are getting into a completely

different issue.
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MR. OLSON:

I am pointing that out, your Honor,

because the injunction that you issued was issued in the

context of all of that.

THE COURT:

20

Look.

I've got to tell you that whatever

was written by me or the Court of Appeals, it related to the

bonds that were issued in 1994 by the Republic and were subject

to an exchange or two exchanges in '05 and 2010.

the bonds, the bonds that were issued in 1994, and subject to

contractual documents pertaining to them, and they were bonds

But they were

10

that were payable in New York, subject to U.S. law.

11

a particular kind of bond.

12

MR. OLSON:

Your Honor, that's correct.

They were

But the equal

13

payment provision and the pari passu provision that we have

14

been talking about throughout this litigation talked about

15

providing that those bonds that you just referred to would be

16

put on an equal footing with respect to payment obligations to

17

other external indebtedness issued by Argentina.

18

THE COURT:

Look.

We have got a very precise issue of

19

law here, which you have just really alluded to.

And that is,

20

I don't know whether you meant to describe it the way I'm

21

describing it, but I hope we are in agreement on the issue.

22

There certainly is an issue and you went over this rather

23

quickly.

24

And that is, the 1994 fiscal agency agreement does indeed have

25

a provision dealing with external indebtedness, right?

But I've given thought to this before this moment.

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MR. OLSON:

Yes.

THE COURT:

And one thing that it says is that any

21

external indebtedness issued by the Republic is subject to the

pari passu, right?

MR. OLSON:

Yes, your Honor.

THE COURT:

Now, the issue then is quite precise, and

that is, do these bonds that we are talking about, the bonds

issued in Argentina -- I won't try to define them, although

that definition I'm sure we will come back to.

Are they

10

external indebtedness calling into play the pari passu clause

11

or are they not such external indebtedness.

12

on some particular wording of the 1994 fiscal agency agreement.

And that depends

13

MR. OLSON:

Yes, your Honor.

14

THE COURT:

Ms. Wagner referred to that and she

15

referred to it, the language which defined domestic foreign

16

currency indebtedness.

17

exclusively within the Republic of Argentina.

18
19

There is language about bonds offered

Can you deal with that language?

Because that is

really, in my mind, what this is all about.

20

MR. OLSON:

Yes, your Honor.

21

point.

22

specific questions about this.

May I make this one

And I would like Mr. Friedman to be allowed to answer

23

But you are precisely right, in our view, that the

24

question is, are these bonds, the Citibank Argentina bonds,

25

external indebtedness or are they carved out because they are


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22

domestic foreign currency indebtedness.

Now, Mr. Friedman will address that, address your

specific questions with respect to that.

earlier, there is all kinds of bonds here.

specific factual record to make that determination.

engaged in an effort to obtain discovery so we could find out

about Citibank Argentina, the nature of those bonds when they

were issued, how they were payable, and all of those facts

which are necessary to make the distinction that you are being

10

asked to make here today.

11

the injunction.

12

further efforts --

13

But you heard


You would need a
We were

And it will require some change in

And I think that that will open the door to

THE COURT:

If this language I'm talking about

14

applies, I don't think it requires any change in the injunction

15

at all.

16

MR. OLSON:

Certainly we would differ with that, but

17

it certainly will require fact finding with respect to, and we

18

are entitled to conduct that discovery with respect to the

19

difference between these bonds and the other bonds.

20

might yield to Mr. Friedman to specifically, because he's much

21

more familiar than I am with these particular bonds.

22

THE COURT:

All right.

23

MR. FRIEDMAN:

Fine.

And if I

Thank you very much.

Good afternoon, your Honor.

Edward

24

Friedman, Friedman Kaplan Seiler & Adelman, attorneys for

25

plaintiffs, Aurelius and Blue Angel.


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23

I would like to start by directly addressing your

Honor's question about domestic foreign currency indebtedness

and the provision in the fiscal agency agreement that your

Honor was discussing with Ms. Wagner, who is counsel for

Citibank.

The U.S. dollar denominated Argentine law bonds that

are at issue on this motion are external indebtedness, and they

are not domestic foreign currency indebtedness, which is carved

out of external indebtedness.

10

The reason why these bonds are not domestic foreign

11

currency indebtedness is as follows:

12

discussed with Ms. Wagner, in the definition of DFCI, or

13

domestic foreign currency indebtedness, there are a number of

14

items explaining what constitutes DFCI.

15

result in the conclusion that these U.S. dollar denominated

16

Argentine law bonds are domestic foreign currency indebtedness.

17

And I can take the items in the definition in any order, your

18

Honor, and maybe it makes sense to start with Roman at I and

19

then conclude with Roman at III, which is one of the items that

20

your Honor was questioning Ms. Wagner about.

21

okay?

22

THE COURT:

Very good.

23

MR. FRIEDMAN:

And as your Honor

None of those items

Would that be

Thank you.

Under Roman at I, domestic foreign

24

currency indebtedness consists of certain specifically

25

identified bonds issued by the Republic of Argentina.


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24

look at those bonds listed, but it is obvious to everyone that

the bonds at issue here were not even in existence at the time

of the fiscal agency agreement and thus are clearly not listed

in Roman at II.

Then we come to Roman at II, which says:

DFCI would

include any indebtedness issued in exchange or as replacement

for the indebtedness referred to in item 1.

consider, your Honor, these.

THE COURT:

10

apply.

11

So we have to

I would think that little ii doesn't

Can we just pass that.


MR. FRIEDMAN:

Sure.

And the only reason why I paused

12

on it, there has been, on this motion, an argument by Citibank

13

and by Argentina that little ii does apply.

14

Honor is correct, it does not apply here.

15

that or let them address it first, and I'll turn to item Roman

16

at III.

And I believe your

I'm happy to address

Shall I do that, your Honor?

17

THE COURT:

Please.

18

MR. FRIEDMAN:

Item III says:

Domestic foreign

19

currency indebtedness would be -- it's got two parts, an A and

20

a B.

21

earlier, it's indebtedness offered exclusively within the

22

Republic of Argentina.

23

Everybody agrees that item B does not apply here, because these

24

are dollar denominated bonds, not peso bonds.

25

And the A, which is what your Honor was referring to

THE COURT:

That's what I would like to talk about.

You're focusing on the critical language.

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MR. FRIEDMAN:

Yes.

25

Are these U.S. denominated

Argentine law bonds, were they offered exclusively within the

Republic of Argentina.

record shows, these bonds were not offered exclusively in the

Republic of Argentina.

prospectus that offered the New York law, the UK law, and also

the Argentine law exchange bonds.

the record.

United States.

And the answer, your Honor, is, the

They were offered pursuant to the same

The prospectus was issued through the SEC in the


The bonds were not offered exclusively in

10

Argentina.

11

that in 2005 and 2010 --

12

They were offered pursuant to the same prospectus

THE COURT:

13

governs.

14

were offered.

15

dealt with.

16

question.

17

The prospectus is part of

I would not think that the prospectus

I would think it's a matter of fact where these bonds


And, obviously, the factual issue has to be

But I don't think the prospectus answers the

MR. FRIEDMAN:

As a matter of fact, your Honor, the

18

persons who received the U.S. dollar denominated Argentine law

19

bonds were not located exclusively in Argentina and the bonds

20

were not offered exclusively in Argentina.

21

for the exchange which resulted in the issuance of these

22

Argentine law bonds, the eligible bonds could be held, were

23

held through accounts at clearing agencies such as Euroclear

24

and Clearstraight.

25

the exchange in 2005 and 2010 and received Argentine law dollar

The eligible bonds

When the holders of bonds participated in

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denominated bonds, those exchanges took place outside of

Argentina.

THE COURT:

I'm really not referring to those

exchanges because they were exchanges for a different bond.

They were exchanges for the 1994 bond.

confused.

MR. FRIEDMAN:

Let's not get that

If I may, your Honor, the exchanges

were not exclusively for the 1994 bonds.

your Honor refers to as exchange bonds, the exchanges were

10

26

When we look at what

offered for --

11

THE COURT:

I don't use the term exchange bonds.

12

MR. FRIEDMAN:

Your Honor, if I may just step back for

13

a moment, I think it would be very helpful just some put in

14

front of the Court the language from the injunction, the

15

amended February 23 order.

16

injunction and the equal treatment obligation applies to

17

exchange bonds and, your Honor, in that injunction defines

18

exchange bonds as bonds issued in the 2005 or 2010 exchange.

19

That language --

What that order says is that the

20

THE COURT:

Let me just interrupt you.

21

It is not going to help to get confused, and to

22

prevent confusion let us keep in mind, and I ask you to keep in

23

mind -- and I was the author of the injunction.

24

pretty good idea of what it meant.

25

dealing with the 1994 bonds issued by the Republic, subject to

I have a

And that is, we were

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New York law, payable in New York.

with.

27

That's what we were dealing

Now, when I was dealing with the exchanges that

occurred in 2005 and 2010, I was clearly dealing, as far as I

was concerned, as the judge, with exchanges for the 1994 bonds.

And let us keep that in mind and not stray from it.

MR. FRIEDMAN:

May I say, your Honor, that I'm

obviously not in a position to address what your Honor had in

mind at the time of the issuance of the pari passu injunction,

10

but what I would like to say is that there has been extensive

11

litigation both in the Second Circuit Court of Appeals and in

12

this court, your Honor, concerning the proper interpretation of

13

the words in that injunction.

14

THE COURT:

15

MR. FRIEDMAN:

And I would --

What litigation are you talking about?


I'm referring to the original two

16

appeals to the Second Circuit, when your Honor issued the

17

injunction back in 2012.

18

Honor on July 28 of this year explaining and clarifying the

19

injunction.

20

argument before the Second Circuit last week where there was

21

extensive discussion both by counsel that was significant and

22

by the judges on the Second Circuit concerning the words of the

23

injunction and the proper interpretation of those words.

24

if your Honor would --

25

I'm referring to the ruling by your

And then I'm referring to the transcript of the

THE COURT:

And

What was the issue of interpretation?

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MR. FRIEDMAN:

28

The issue I'm referring to, your Honor,

I would center on your Honor's order just July 28, 2014, less

than two months ago, in this case and it's an order that

Ms. Wagner did not mention when she was reciting what your

Honor has said about the pari passu injunction.

28 order, after having heard extensive argument from counsel,

your Honor ruled that the U.S. dollar denominated exchange

bonds issued under Argentine law are exchange bonds covered by

the pari passu injunction.

10

THE COURT:

11

MR. FRIEDMAN:

In that July

And your Honor may recall that --

When did I issue any such ruling?


If I may, your Honor, may I grab my

12

binder with that ruling.

13

to be clear, about what is in the record already.

14

July 28, 2014.

15

conclusion of that order by your Honor was, and I'll just read

16

this short paragraph into the record:

17

only allow this one-time payment on the dollar-denominated

18

exchange bonds after July 30, 2014.

19

Citibank order with regard to the dollar-denominated exchange

20

bonds.

21

confusion, the parties are directed to devise a way to

22

distinguish between the Repsol bonds and the exchange bonds

23

before the next interest payment is due.

24

word further about that order, if I may, your Honor.

25

Because I think it's important, just


This was

I'm sure your Honor will recall that the

However, the Court will

The Court will rescind the

And then your Honor went on to say:

THE COURT:

To avoid future

And I'd like to say a

Go ahead, please.

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MR. FRIEDMAN:

29

The issue before the Court at the time

of that order was whether the U.S. dollar denominated Argentine

law bonds were exchange bonds within the meaning of the

injunction.

up during the argument a few days before, it's reflected in

this order.

denominated bonds are exchange bonds within the meaning of the

injunction.

And your Honor specifically ruled, and this came

Your Honor ruled that these Argentine law dollar

The confusion that arose that is addressed at the end

10

of the paragraph I read is that counsel for Argentina and for

11

Citibank, after the argument on the motion for reconsideration,

12

after the argument, after the briefing, for the first time said

13

to the Court, you know, for some of the Argentine law exchange

14

bonds, there is some confusion because there are bonds that

15

were issued to Repsol with the same ISIN number.

16

Honor knows, an ISIN number is a specific identifying

17

characteristic for a bond.

18

And as your

So the situation that your Honor was addressing was,

19

one, the Court ruled that these Argentine law dollar

20

denominated exchange bonds are exchange bonds.

21

an issue that the Court felt should be addressed because when

22

you look at these exchange bonds, there are some other bonds

23

out there trading that were actually not issued in the

24

exchange.

25

THE COURT:

Let me interrupt you.

But there was

Can I have the

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February 23 injunction.

The February 23, 2012 order, as it's called, or it was

amended, was dealing with the 1994 bonds and the exchanges of

2005 and 2012 dealing with those bonds.

Now, what the February 23, 2012 order meant was that

if the Republic sought to make a payment presumably of

interest, but sought to make a payment on the bonds that were

issued on those exchanges, then there had to be a payment under

the pari passu clause.

10

But the record should be crystal clear that the Court

11

was dealing with the 1994 bonds and bonds issued in exchange

12

for the majority of those 1994 bonds.

13

Now, the record supports what I've said.

I am the

14

judge on it and that is what I intended and the record supports

15

that.

16

And what is called the injunction was the injunction

17

saying that there could be no payment on those bonds unless

18

there was a recognition of the pari passu for the people who

19

didn't exchange, who had their judgments.

20

Now, no action was taken by the Court.

Let me start

21

again.

After that injunction was issued, there were certain

22

actions taken by the Republic which required some remedy by me

23

and they are really not relevant to what we are talking about

24

now.

25

maybe more, and the Court held that that payment could not be

The Republic attempted to make a payment of $500 million,

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made because it did not deal with the pari passu situation.

And so I think about $500 million was paid into the Bank of New

York and may still be there.

acted very responsibly and did not pass that on to bondholders.

But, anyway, the Bank of New York

What I'm getting at is this.

When summer came, Karen

Wagner, on behalf of Citibank, made an application to the Court

or request to the Court for clarification, or whatever you want

to call it, about the question of whether Citibank and

Argentina would be violating an injunction if they made a July

10

30, 31, whatever it was, interest payment.

At that juncture

11

there was not the kind of full briefing and argument that we

12

are now having.

13

interest payment down in Argentina due at the end of July.

14

Ultimately, the Court said okay to that payment, but made it a

15

one-time thing, the idea being, obviously, the Court knew,

16

everybody knew there would be interest payments due September

17

30 and December 31, et cetera.

18

of that.

The idea was to either clear or not clear an

We didn't attempt to cover all

19

Now, what I hope these fine professional lawyers will

20

understand, and I'm sure you do understand, is that we are now

21

engaged in something far different from what went on in June

22

and July.

23

into in July, we are considering the question of whether

24

certain types of bonds issued in Argentina are subject or are

25

not subject to the 1994 fiscal agency agreement and the

We are now considering at a depth which was not gone

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requirement of pari passu treatment.

is not really helpful to me and it is not helpful to the case

to make all these issues depend on the issue of a particular

term in a July 28 order.

And I have to say that it

You focused very heavily on the phrase exchange bonds.

It's used a couple of times in the July 28 order.

tell you that as the judge in the case, I am not willing to let

the whole case depend on the use of that term twice in the July

28 order.

10
11

I have to

The issues are bigger, deeper than that.

So if you

want to rely on that, please don't.


MR. FRIEDMAN:

I do have more things I'd like to say

12

about the prior orders of this Court, not just the July 28

13

order, but, first, if I may, I would like to offer a practical

14

suggestion.

15

Plaintiffs believe that the issues before the Court

16

today are extremely important, and we appreciate that your

17

Honor is wrestling with those issues.

18

plaintiffs have proposed a stay as set forth in our proposed

19

order, so as to allow Citibank to process this September 30

20

payment, is so that the parties and your Honor will not have to

21

deal with these important issues on an emergency basis.

22

Honor has heard extensive argument about both technical issues

23

and what is DFCI and factual assertions relating to that.

24

Honor has heard legal argument, and there is more to come,

25

about the orders entered by your Honor, as well as statements

The reason why

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Your

Your

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by counsel before your Honor and before the Second Circuit,

statements by the Second Circuit, and I know your Honor will

want to give full consideration to these matters because --

4
5

THE COURT:

33

I want to give full consideration, but I

also don't want to complicate this thing beyond all reason.

Here is what I have in mind.

Let us assume, and I

believe the record before me supports this, but I will just

assume it for the moment, let us assume that the bonds we are

talking about, which the parties have referred to conveniently

10

as Argentine law bonds, let us assume that -- it's not an

11

assumption.

12

there is any possible question, let us assume that they were

13

not issued in 1994, as were the bonds that are subject to my

14

injunction.

15

Let us assume that they are subject to Argentine law.

16

They were not issued.

Let us assume, in case

Let us assume that they are payable in Argentina.

Now, there are certain issues, not an indefinite vast

17

universe of issues, but there are certain issues which flow

18

from that.

19

given, are they subject in any way to the fiscal agency

20

agreement of 1994.

21

and it is an issue, a real issue.

22

indefinite in the things that bear upon it.

23

issue.

The prime issue is, despite the description I've

That issue has been raised by the parties


But the issue is not
It is a finite

24

Again, the issue is whether in some way those bonds,

25

as I've described them, are subject to the 1994 fiscal agency


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agreement pertaining to the 1994 bonds.

And as I understand

it, the precise issue is whether a payment of interest on those

bonds would invoke the pari passu provision of the 1994 fiscal

agency agreement.

argument before me, that is the issue now.

dealt with.

Judging from the briefing before me and the

MR. FRIEDMAN:

THE COURT:

MR. FRIEDMAN:

How is it to be

Shall I answer that, your Honor?

Let me just finish.


I'm sorry.

I apologize.

10

THE COURT:

Of course I'll get back to you.

11

Judging by what has been referred to by Mr. Olsen and

12

by you and in the briefs, to resolve that issue you look to the

13

1994 fiscal agency agreement because if this is external

14

indebtedness of the Republic within the meaning of certain

15

parts of the FAA, then there can be no payment without paying

16

under the pari passu clause.

17

is, is that the case?

18

look to 100 sources of information and vast amounts of

19

discovery.

20

foreign currency indebtedness, and we look to what I think was

21

discussed with Mr. Olsen and with you, the provision little

22

iii, which has this language offered exclusively within the

23

Republic of Argentina.

24
25

If that is the case, the question

That's the issue.

And for that we don't

We look to a provision which defines domestic

We were there, I think, with Mr. Olsen and with you


and that's where we ought to be, dealing with the
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interpretation of those provisions, because under the clear

language of the FAA, if this is external indebtedness and you

go no farther, then there can be no payment without taking care

of the pari passu.

payment without dealing with the pari passu.

the issues come.

If it is not so, then there can be a


And that's where

It's the interpretation of those provisions.

Do you have anything to add to that subject?

MR. FRIEDMAN:

THE COURT:

Yes, I do, your Honor.

The reason I went through all of that is

10

that I ask the lawyers to be very careful when you are dealing

11

with bonds which are really bonds issued in 1994 or exchanges

12

for those bonds.

13

are.

14

Please keep that clear.

They are not something else.


MR. FRIEDMAN:

They are what they

Go ahead.

With respect to your Honor's question

15

concerning whether these Argentine law bonds are external

16

indebtedness or whether they fall within the carve-out for

17

domestic foreign currency indebtedness, your Honor has focused

18

our attention on item 3 little i, which indicates that domestic

19

foreign currency indebtedness would include indebtedness that

20

was -- I'm sorry, print is a little small -- indebtedness.

21
22
23
24
25

THE COURT:

Offered exclusively within the Republic of

Argentina.
MR. FRIEDMAN:

Offered exclusively within the Republic

of Argentina.
THE COURT:

That's the crucial language.

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MR. FRIEDMAN:

What I would say as to that, your

Honor, is, first, when we look at the documentary record, the

documentary record does not indicate that the bonds were

offered exclusively in Argentina.

THE COURT:

MR. FRIEDMAN:

36

What do you mean by documentary record?


When I say documentary record, I mean

the documents that have been put before the Court with the

parties' submissions in connection with this motion.

documentary record, as an example, includes the prospectus that

And the

10

I mentioned.

11

conclusion one would draw is that these bonds were not offered

12

exclusively within Argentina.

13

And if you look at that prospectus, the

Now, I know Citibank and Argentina make the argument

14

that the bonds were offered exclusively in Argentina.

15

would say, is an untested assertion of fact.

16

offered exclusively in Argentina.

17

Argentina arguing they were.

18

THE COURT:

That, I

Were these bonds

We see Citibank and

To the extent the Court --

Let me interrupt you.

I think that taking

19

Mr. Olsen's argument and your argument and the discussion we

20

have all had, we really are now at the issue.

21

issue of whether these bonds were offered exclusively within

22

the Republic of Argentina.

23

has been submitted to me by Ms. Wagner and I believe Cleary

24

Gottlieb is what they consider evidence that these were.

25

And it is the

That is a factual issue.

And what

But if there is a factual issue, then what do you do


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about factual issues.

And what I would like to hear from you is why you believe there

are factual issues.

me there were not.

issues?

You figure out a way to resolve them.

Because I thought from the record before


Why do you believe there are factual

MR. FRIEDMAN:

The reason why I believe there are

factual issues, your Honor, is that the question of whether

bonds were offered exclusively in Argentina will depend on the

factual issue of whether the bonds were, in fact, offered

10

exclusively in Argentina.

11

in other places, then, obviously, they were not offered

12

exclusively in Argentina.

13

evidence, what is the historical record about how and where

14

these bonds were offered.

15

THE COURT:

If the bonds were, in fact, offered

So the factual issue is, what is the

I don't understand why you are talking

16

about a historical record.

17

date back to the War of 1812 or something like that.

18

they are a pretty recent creation.

19
20
21

MR. FRIEDMAN:

I believe these are not bonds that


I think

Are they not?

Your Honor, the bonds in question were

offered in the 2005 and 2010 exchanges.


THE COURT:

You are right.

I had forgotten.

2005 and

22

maybe a little later.

But, please, I have to tell you right

23

now, I do not believe there is any merit in saying to the idea

24

that those bonds were part of the exchange of 2005 and 2010

25

which had to do exclusively with the 1994 bonds.


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MR. FRIEDMAN:

THE COURT:

MR. FRIEDMAN:

Your Honor, may I just say one thing?

Yes.
In the argument before your Honor on

July 22, counsel for Citibank conceded and acknowledged that

these Argentine law dollar denominated bonds were, in fact,

offered in the 2005 and 2010 exchanges and that these dollar

denominated bonds were thus within the definition of exchange

bonds in your Honor's injunction.

these --

10
11

THE COURT:

38

There is no doubt that

Can I interrupt you.

I was the author of

the injunction and I had no such intention.

12

MR. FRIEDMAN:

13

THE COURT:

14

MR. FRIEDMAN:

15

THE COURT:

I understand your Honor has said that.

I don't mean to be so brusque with you.


Shall I continue?

What I'm trying to do at this hearing, and

16

I tried to do it the other day, I realize that some confusion

17

has come into the record and some of it undoubtedly has been by

18

my usage of words and so forth.

19

confusion and go from here on, from beginning here at least on

20

an unconfused record, and I want to say to you that it is clear

21

to me that there are certain bonds that were involved in the

22

1994 offering.

23

a result of the exchange related to that bond issue, and then

24

there are other bonds.

Please do not confuse them.

25

MR. FRIEDMAN:

May I continue, your Honor?

I want to get rid of that

There were certain bonds that were produced as

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39

Yes.
What I would submit is that we are

dealing with important legal and factual issues.

of a legal issue that I believe your Honor will want to

consider is what your Honor has just stated as to your Honor's

intent at the time the injunction was issued and how that

intent relates to the words of the injunction.

factual issue that I've mentioned concerning whether the

offering of these Argentine law bonds was exclusively in

10

One example

And we have the

Argentina.

11

And what I would respectfully submit is that because

12

plaintiffs have voluntarily agreed to a stay that would enable

13

Citibank to make the September 30 payment, there is no

14

emergency and no urgency before your Honor.

15

important issues that I cannot emphasize how important they are

16

to the meaning and ongoing enforcement of the injunction.

17

it's because these issues are so important that the plaintiffs

18

have said, we will acquiesce and not object and allow the Court

19

to enter an order permitting the September 30 payment, and then

20

we know the parties will have time to develop the record and

21

present to the Court whatever is appropriate, and the Court

22

will not be under time pressure to decide these issues.

23

would respectfully ask that your Honor allow the parties to do

24

that.

25

submitted an order that would enable your Honor to memorialize

And there are

And

And I

Because we have agreed to the stay, because we have

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that, there is no urgency.

issues.

40

And these are very important

I would just, if I may, as just one example of some of

the legal issues, when Citibank contended in the Second Circuit

that your Honor's July 28 order should be reversed, Judge

Parker said that he does not even know how Citibank could

seriously argue that the Argentine bonds aren't covered by the

injunction.

I just mention that, your Honor, as one example.

THE COURT:

The Second Circuit, including Judge

10

Parker, did not come down with a ruling.

11

lot to hear about colloquy.

12

MR. FRIEDMAN:

It doesn't help me a

Your Honor, if I may, yes and no.

The

13

Second Circuit last week did come down with a ruling in that

14

the Second Circuit dismissed the appeal because -- this is in

15

their order -- because your Honor's July 28 order clarifying

16

that the injunction applies to the Argentine law bonds was, in

17

the view of the Second Circuit, in their order --

18

THE COURT:

You are going beyond their language.

19

MR. FRIEDMAN:

If I may, your Honor, the Second

20

Circuit said the July 28 order was a clarification and not a

21

modification of the injunction.

22

That was their language.

I appreciate your Honor wants to focus on certain

23

issues.

Of course, I respect that.

I'm really trying to make

24

the point that there are important issues and there is no

25

emergency because the plaintiffs have agreed to the stay that


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Citibank wants and, therefore, we are requesting that your

Honor allow the parties an opportunity to develop the record so

that the Court can make a decision without this emergency

hanging over everybody's heads.

of this and the urgent desire on the part of the plaintiffs to

allow the record to be developed, the Court to consider all the

issues, that we have proposed and are prepared to agree to the

stay.

That's our request, your Honor.

THE COURT:

10

parties say to that?

11

MS. WAGNER:

12

It's because of the importance

It's a fair request.

What do the other

Your Honor, may I be heard for another

minute?

13

THE COURT:

14

MS. WAGNER:

Please.
Your Honor, of course, we agree that

15

complicated issues should not be decided under emergent

16

conditions.

17

that plaintiffs agree that they did not make a record before

18

you in connection with the injunction, and I think your Honor

19

agrees as well that the injunction applies to the Argentine law

20

bonds.

21

I would suggest that what you have heard today is

Given that, the plaintiffs are entirely welcome to

22

make that record if they want.

23

now to apply that injunction to Citibank and to the Argentine

24

law bonds.

25

But it is not appropriate right

So what I would suggest to the Court is this.


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believe that we can show you, I believe your Honor's focus on

the fiscal agency --

THE COURT:

I did not know anybody was suggesting that

my injunction of February 23 applied to these new bonds.

didn't know anybody was suggesting that.

MS. WAGNER:

I believe that is the suggestion, your

Honor, and I would respectfully submit that what we need to do

here is leave the injunction where it is, agree that it does

not apply to the Citibank and the Argentine law bonds.

10

Plaintiffs then can make a motion to have a new injunction.

11

They can explain why the Argentine law bonds should be subject

12

to the pari passu clause if they can.

13

make that showing because we believe you could not get an

14

Argentine law bond by tendering a bond that was issued under

15

the fiscal agency agreement.

16

that showing.

17

We believe they cannot

So we don't think they can make

Our suggestion would be, your Honor, to vacate the

18

restriction on Citibank and the Argentine law bonds that they

19

insist you intended in July of 2014, to reinstate the

20

clarification order that says the original injunction does not

21

apply.

22

a motion and they can explain to the Court why it is they think

23

an injunction should apply to Argentine law bonds and to a

24

custodian such as Citibank, who is not in any way connected to

25

any relevant contract.

Then we can all go and have discovery and they can make

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So my suggestion, your Honor, is that I adopt the

suggestion that we should take the pressure off and we should

have discovery and plaintiffs should do whatever they wish to

do.

over Citibank's head when they acknowledge themselves they

cannot prove that the bonds that we hold are subject to the

pari passu clause.

But they are not entitled to have an injunction hanging

That would be my suggestion, your Honor.

MR. FRIEDMAN:

THE COURT:

Your Honor, may I be heard briefly?

Sure.

10

MR. FRIEDMAN:

We absolutely do not acknowledge what

11

Ms. Wagner says we acknowledge.

12

clear, that your Honor's original injunction, as your Honor has

13

ruled on July 28, as the Second Circuit judges have said, as

14

the plain terms of that injunction state, we believe it applies

15

to the Argentine law bonds.

16

disagrees, I appreciate that your Honor has stated that the

17

Court had in mind a different intention at the time in 2012.

18

But these are important issues.

19

important issues is not to start by vacating the injunction or

20

modifying the injunction or changing the injunction in any way.

21

There are orders in place now and the whole point of our

22

agreeing to a stay is to ensure that Citibank is in no way

23

prejudiced, that Citibank is able to process the payment that

24

it says it wants to make.

25

issue does not become live or urgent again, your Honor, until

We believe, so the record is

And I appreciate Ms. Wagner

And the way to deal with

And what that means is that the

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December.

And the whole point of the stay is to enable the Court

and the parties to consider these issues without being in court

on the second day of Rosh Hashanah, on a Friday afternoon,

after a few days of briefing without the Court and the parties

having the time to devote what is appropriate and, I would

submit, necessary for the consideration of this important issue

when there is no emergency and no time pressure in fact.

THE COURT:

Anyone else wish to be heard?

10

MR. OLSON:

May I, your Honor?

11

THE COURT:

Sure.

12

MR. OLSON:

Thank you, your Honor.

13
14

I'll be very, very

brief.
I think that you put and expressed precisely what the

15

issue is.

The pari passu clause required that the payment

16

obligations of the Republic, under the securities pursuant to

17

the fiscal agency agreement of 1994, be treated equally with

18

all present and future unsecured and an unsubordinated external

19

indebtedness.

20

indebtedness with respect to that pari passu provision of the

21

fiscal agency agreement of 1994.

22

indebtedness is explained in the fiscal agency agreement, and

23

you are correct, in our submission, that if these bonds are the

24

type of bonds that are exempted under the provisions that we

25

have been talking about here today, that is to say, offered

That is what your injunction covered, external

The term external

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exclusively within Argentina, then they may not be covered by

your injunction.

clause, the equal treatment provision.

this point on the brief that we submitted to you on pages 16,

17, and so forth, the brief with respect to, we demonstrate

that these bonds were not offered exclusively within Argentina,

and we provide evidence to that.

They wouldn't be covered by the pari passu


We addressed precisely

However, the record is not complete because we were

not permitted to conduct discovery with respect to that very

10

issue.

And so, as Mr. Friedman points out, the stay takes care

11

of Citibank into the future.

12

properly with appropriate discovery the factual issue that you

13

put your finger on.

14

Because it is important to all the parties that are involved in

15

this long dispute.

16

important.

17

handle this issue.

There is no reason to do it any other way.

And the issues are serious and very, very

And that is a proper appropriate judicious way to

18

THE COURT:

19

MR. VASSOS:

20

We have time to fully brief

Anyone else?
John Vassos from Morgan Lewis & Bockius

on behalf of Clear Stream.

21

We have not seen the proposed order regarding the

22

stay.

Clear Stream, like Euroclear, JP Morgan Chase, one of

23

the downstream parties, we would just ask that it be clear that

24

to the extent Citibank can pass the money on to us, that we be

25

allowed to pass the money on to our customers in kind.


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MR. FRIEDMAN:

46

Your Honor, I can respond to that, if I

may.

THE COURT:

Please.

MR. FRIEDMAN:

The proposed order does specifically

provide and permit that the downstream recipients from

Citibank, such as Euroclear and Clear Stream, can process the

payment.

Stream, because we explicitly refer --

We don't specifically refer to Euroclear and Clear

THE COURT:

Where is the proposed order?

10

MR. FRIEDMAN:

11

THE COURT:

12

MR. FRIEDMAN:

13

THE COURT:

14

MR. VASSOS:

May I hand it up, your Honor?

Yes.
It's just one paragraph.

Did I interrupt you?


Your Honor, no.

I just stated my

15

question.

Mr. Friedman has answered it frankly to my

16

satisfaction.

17

record.

18

order.

19

he has put before your Honor you will sign.

I'm comfortable with his representation on the

I don't need to waste the Court's time and read the


I think the issue is probably clear, assuming the order

20

THE COURT:

Ms. Wagner.

21

MS. WAGNER:

22

Your Honor, just to state it again, I don't think it's

23

appropriate to keep an injunction on Citibank when the parties,

24

the plaintiffs who moved for the injunction agree that they

25

need discovery about it.

Thank you, your Honor.

So I would respectfully ask you to

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vacate the Citibank injunction and reinstate the order that

says your earlier injunction does not apply to us, and then the

plaintiffs can move to get an injunction that will apply to us.

And if your Honor is otherwise inclined to just issue

a stay, then I would respectfully request a stay that would

cover the period of time during which any appeal would be taken

from your Honor's ruling on the merits.

respectfully say that they have not made a case for keeping the

injunction on Citibank.

But I would

And there is no reason to keep it on

10

Citibank and, therefore, it should be vacated and they should

11

be put to the proof of explaining why the injunction should be

12

applied either to Citibank or to the Argentine law bonds, and

13

those I would submit to you are different questions.

14

you, your Honor.

Thank

15

MR. LEVI:

Howard Levi nor nonparty JP Morgan Chase.

16

Just the same concern expressed by Mr. Vassos for

17

Clear Stream, namely, whether there is a vacatur or there is a

18

stay, whatever occurs, we just want the order issued by the

19

Court clear that the downstream parties from Citibank and the

20

payment chain are free to receive and pay the payment that they

21

get.

22

where he says it provides for that.

23

whether it's plaintiff's order that's adopted or the order that

24

Citibank has asked for.

25

downstream parties are taken care of in that manner.

I think that plaintiff's counsel has submitted an order


We just want to make clear

In either event, it's clear that the

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THE COURT:

I think Ms. Wagner has a pretty important point and

48

Thank you very much.

that is this.

Citibank, then there has to be a proper record supporting such

an injunction, and the Court has to clearly issue that

injunction.

If there is to be an injunction against

Let me say this.

The order that I entered in the

summer was intended to be simply a temporary way to hold things

in place.

But as far as an injunction is concerned, there is

10

one injunction and that is the September 23.

11

injunction in place that applies, as I've said numerous times

12

this afternoon, only to the 1994 bonds and the bonds that were

13

issued in exchange for those bonds in 2005, 2010.

14

that injunction applies to.

15

That is the only

That's what

Now, what happened this summer was not a motion by

16

anybody to enjoin Citibank, and certainly Citibank was not

17

enjoined by the original injunction.

18

to enjoin Citibank this summer.

19

what the Court would say about whether a certain payment being

20

proposed would violate the injunction, and I allowed the

21

payment.

22

thing and we would come back.

23

issuance of an injunction against Citibank.

24
25

But there was no motion

There was a request to see

I followed it up with an order that it be a one-time


But none of that involves the

There has been a reference this afternoon to all the


important issues.

Well, that's very interesting and I don't

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mean to take that lightly.

those important issues arise.

unless there is a motion or some kind of an application to the

Court, other kind of an application.

5
6

Issues generally don't arise

Let's take a short break and we will try to conclude


promptly after that.

(Recess)

THE COURT:

But it's not clear to me how all

We will take a short break.

I'd like to know, go through the parties

here know who consents to and who would object to the proposed

10

order submitted by the plaintiffs.

11

submitted it, so you agree with it.

Obviously, the plaintiffs

12

MR. OLSON:

Yes, your Honor.

13

THE COURT:

Let's go to other parties.

14

Ms. Wagner, do you agree to it or not or object to it?

15

MS. WAGNER:

16

THE COURT:

17

I object to it, your Honor.


Let's see who else.

Does the Republic

want to say whether they agree or object?

18

MR. BOCCUZZI:

19

The Republic agrees with the position stated by

20

Carmine Boccuzzi from Cleary Gottlieb.

Citibank.

21

THE COURT:

Do you agree with this proposed --

22

MR. BOCCUZZI:

We object to plaintiffs and we think

23

that what Citibank, Ms. Wagner presented, was the better way of

24

proceeding.

25

THE COURT:

I didn't understand.

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MS. WAGNER:

Just to be clear, your Honor, that's what

I meant is, there should be no injunction and, therefore, no

need for a stay.

MR. VASSOS:

issue that Ms. Wagner raises.

decides to sign this order, the question is, are we okay with

it.

position on whether the order should be signed or if

Ms. Wagner's request should be granted.


THE COURT:

11

consent or object?

12

MR. LEVI:

13

THE COURT:

14

Your Honor, we take no position as to the


To the extent that the Court

We would be okay with the order.

10

Again, we take no

Anybody else want to state whether you

Your Honor.
I'm talking about the proposed plaintiff's

order.

15

MR. LEVI:

We likewise do not take a position on the

16

order.

17

contains language regarding downstream recipients that is

18

acceptable to us.

To the extent your Honor is going to enter it, it

19

THE COURT:

20

MR. LEVI:

It what?
It contains language regarding downstream

21

recipients and clear stream ask be addressed, and we see it's

22

addressed in this order.

23

whether this particular order should be entered or not.

24
25

50

THE COURT:

We otherwise don't take a position on

I'm not clear what you are saying about

the downstream situation.


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51

In other words, if Citi is free to make the

payment, then the payment flows to downstream recipients in the

payment chain.

THE COURT:

MR. LEVI:

Right.
My client, which is a nonparty, JP Morgan

Chase Bank, maintains accounts that it expects will receive

monies downstream from the Citi payment.

whatever order is issued by the Court, for it to be clear that

the various downstream recipients, Clear Stream, JP Morgan,

And so we just want

10

others, are free, also, to receive and to pay over these

11

monies.

12

THE COURT:

Isn't this language sufficient if I sign

13

it:

14

and process their respective portions of such payment.

15

that clear enough?

16

MR. LEVI:

17

THE COURT:

18
19

Further allow Citibank's downstream recipients to receive

It is.

Isn't

That language is acceptable.

Anyone else want to object or consent to

this?
I will sign the order proposed by the plaintiffs and I

20

am going to read it.

21

ought to be clear and people who are here ought to hear this.

22

It will take a minute.

But the record

At the request of the plaintiffs, in order to allow

23

the parties and nonparty Citibank the time necessary to present

24

a sufficient record and legal argument to resolve the issues

25

presented by Citibank's September 23, 2014 motion by order to


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show cause to vacate the Court's July 28, 2014 order or to

modify the injunction contained in that order, or for a stay of

that order, the Court will defer the hearing on the motion

scheduled for September 26, 2014 and enlarge the briefing

schedule to dates to be set and will allow Citibank to process

the September 30, 2014 interest payment, approximately $5

million, that it receives on the U.S. dollar denominated

Argentine law bonds, ISIN, then ARARGEO3EO97, and ARARGEO3G704,

and will further allow Citibank's downstream recipients to

10

receive and process their respective portions of such payment.

11

The Court will now sign that order.

12

Now, the further processes must proceed very promptly.

13

Whatever discovery is to be taken, whatever inquiry or

14

investigation, the Court sets 30 days as a time within which

15

that has to be done.

16

back here over and over when interest payments are due.

17

phase of the litigation must be concluded promptly.

18

when the discovery is concluded within 30 days, there will be,

19

as contemplated by this order, briefing and there will be a

20

hearing on the ongoing permanent situation about Citibank.

21

That concludes the proceedings for today.

22

MS. WAGNER:

23

THE COURT:

24

MS. WAGNER:

25

That is tight, but we do not want to be


This

Obviously,

Thank you.

Your Honor, may I be heard for a minute?


Ms. Wagner, I didn't hear you.
Your Honor, if I may just ask a

clarifying question, if I may use that term.


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I believe that your Honor had indicated before on the

record that the injunction of February 23 does not apply to

Citibank at the moment and that your Honor's intention was that

plaintiffs would make a motion to address how they intend to

make an application for an injunction that would apply to

Citibank and the Argentine law bonds.

that my understanding of that is correct.

8
9
10

THE COURT:

Say that again.

I just want to make sure

I'm not clear what you

are saying.
MS. WAGNER:

I had understood your Honor to say a

11

short time ago that the major injunction of February 23 does

12

not apply to Citibank's payments on Argentine law bonds, and

13

that it would be appropriate for plaintiffs to make a motion to

14

indicate how they intend to support a claim that an injunction

15

should be applied to Citibank.

16

whether it is the case, as I understand, that the major

17

injunction does not apply to payments by Citibank Argentina on

18

the Argentine law bonds.

19

MR. FRIEDMAN:

20

THE COURT:

21

MR. FRIEDMAN:

I just wanted to understand

May I respond to that, your Honor?

Sure.
I think the Court has been clear that

22

there is a stay in effect that will allow the parties time to

23

present the legal arguments and the factual arguments and

24

develop the record, and the Court made very clear that it's not

25

making rulings today about the scope of the injunction.


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was the whole point of the order that your Honor signed.

And I

believe the question from Citibank's counsel is out of order

after your Honor issued an order and closed the proceedings.

THE COURT:

She is not out of order.

MR. OLSON:

I was simply going to say something very

much along the same line; that is, what was just requested

seems squarely inconsistent with the order that you just issued

to allow the parties to conduct discovery and brief these

issues and have a hearing to resolve this very question.

10

THE COURT:

That's exactly right.

11

Let me say this.

At a session like this I do not sit

12

here mum and I have a give and take with the lawyers.

13

far as a ruling, as far as a ruling, I have not made a ruling

14

today and will not make a ruling until the record is complete

15

and the briefing is finished and that is not today.

16
17

We are adjourned.

Thank you.
o0o

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1
2

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------x

NML CAPITAL, LTD.,

Plaintiff,

5
6

v.
THE REPUBLIC OF ARGENTINA,

7
8

08 CV 6978 (PGG)

Defendant.
------------------------------x
New York, N.Y.
September 19, 2014
4:42 p.m.

9
10
Before:
11

HON. THOMAS P. GRIESA,


12
District Judge
13
APPEARANCES
14
15
16

DAVIS POLK & WARDWELL


Attorneys for Defendant Citibank
BY: KAREN WAGNER
JAMES KERR

17
18
19
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21
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25
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(Case called)

THE COURT:

Let's start by just putting on the record

what has happened today.

Second Circuit and today the circuit issued an order, the next

to last paragraph of which says:

jurisdiction because the order appealed from is a

clarification, not a modification of the amended February 23,

2012 order.

to preclude Citibank from seeking further relief from the

10

An appeal was argued yesterday in the

However, nothing in this court's order is intended

district court.

11

And so, Ms. Wagner.

12

MS. WAGNER:

13

THE COURT:

14

MS. WAGNER:

15

THE COURT:

16

MR. KERR:

17

MS. WAGNER:

18

THE COURT:

19

MS. WAGNER:

20

Good afternoon, your Honor.


Can you go back to the lectern.
I certainly can.
And Mr.?

Kerr.
James Kerr.
Go ahead.
Okay.

Your Honor, I'm assuming you're

interested in what we plan to do.

21
22

We decline to find

THE COURT:

I'm interested in seeing if you are

seeking further relief.

23

MS. WAGNER:

Your Honor, we will be seeking further

24

relief.

Obviously, since we do not have any adversaries here,

25

we wouldn't discuss the substance so much.

But our intention

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would be to move by order to show cause next week before your

Honor seeking for probably a motion for reconsideration and/or

reformation of the injunction to address its application to

Citibank and make arguments that had not been made previously,

as well as arguments that have been made previously.

6
7

As your Honor knows, we are facing a payment deadline


of September 30, so we are likely also to move for a stay.

THE COURT:

MS. WAGNER:

A stay of what?
A stay of the application of the

10

injunction to the payment to be made by Citibank on

11

September 30.

12

have the papers yet and we haven't fully formulated our

13

position, but we intend to move next week.

14

But we haven't fully formulated -- we do not

THE COURT:

15

substance today.

16

intention.

17

Well, we can't discuss anything of

You're letting the Court know of your

I'd just like to ask you this.

Maybe this is in the

18

record before me multiple times.

19

Citibank to make an interest payment last summer, right?

20

MS. WAGNER:

21

THE COURT:

22

MS. WAGNER:

23

THE COURT:

I in effect permitted

You permitted a payment on June 30, yes.


And I assume that payment was made.
It was made.
And the effect of what I entered at that

24

time was that whatever permission I granted then was a one-time

25

permission and it was implicit it did not affect September 30


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or December 31, etc., right?

MS. WAGNER:

You entered an order first, your Honor,

that said the injunction did not apply to Citibank, to payments

by Citibank on Argentine law bonds.

order toward the end of July that said a one-time payment was

permitted, and that is the order that went up on appeal.

THE COURT:

MS. WAGNER:

And then you entered an

What issue was appealed from?


The issue on appeal was whether the order

that said the payment could only be a one-time payment,

10

whether -- I mean the court decided it was a request for

11

clarification rather than a modification.

12

THE COURT:

13

MS. WAGNER:

What was the appeal?

You appealed, right?

We appealed on the same grounds that we

14

raised before your Honor, that we didn't think the order should

15

apply to us.

16

THE COURT:

17

MS. WAGNER:

18

THE COURT:

19

MS. WAGNER:

The February 23 order?


Correct.
That was your grounds of appeal?
Our grounds of appeal was that we thought

20

your Honor's original decision which said that for the reasons

21

we raised in our motion for clarification, we did not think the

22

injunction order applied to us.

23

first, and then your Honor issued an order saying that

24

exclusion would only be effective for one payment and after

25

that, the order would apply to us.

Your Honor agreed with us at

So we appealed on the

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grounds that we did not think the order should be applied to

us.

THE COURT:

MS. WAGNER:

THE COURT:

is my memory wrong?

MS. WAGNER:

You mean the February 23.


The February 23 order, yes.
Didn't a similar issue come up in 2013 or

We had moved in 2013 for clarification of

the February 23 injunctions, but your Honor declined to rule at

that time because those injunctions were on appeal.

10

THE COURT:

11

MS. WAGNER:

12

THE COURT:

-- in 2013.

13

MS. WAGNER:

Correct.

14

THE COURT:

15
16

So I didn't make any ruling at all -Not at that time, no, your Honor.

And did you come back this summer or did

some other party?


MS. WAGNER:

We came back this summer.

We came back

17

in May because the Supreme Court declined to grant certiorari

18

position on the injunction order and so the stay of that order

19

was lifted and it came into effect.

20

THE COURT:

The stay of what order?

21

MS. WAGNER:

22

So then we came back to you and said, okay, now this

The stay of the February 23 order.

23

is ripe, so would you please decide our application saying that

24

it should not be applied to Citibank's payments.

25

THE COURT:

And I in effect granted that, did I not?

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MS. WAGNER:

THE COURT:

You granted it, yes.


Now, I asked you at the beginning but let

me ask you again.

What is it that you wish to raise at that hearing?

We will certainly have a hearing next week.

MS. WAGNER:

Your Honor, since we, like you, just

heard about the Second Circuit decision, we haven't totally

enveloped it.

we raised before, and there will be a couple of new issues that

we believe have come up.

But it will be some of the original issues that

10

THE COURT:

11

MS. WAGNER:

The before issues are what?


There were some arguments, your Honor,

12

that Citibank, Citibank Argentina is a separate entity and

13

therefore should not be included in the injunction, that the

14

doctrine of act of state and the other doctrine of sovereign

15

compulsion would apply, that would also be a basis of

16

excluding, and those kinds of issues that we've argued before.

17

And there are a couple of new issues, your Honor.

18

Some of them you're somewhat familiar with and that is whether

19

the Argentine law bonds are subject to the injunction as a

20

matter of fact, as well as as a matter of law.

21

And then there was a decision handed down two days ago

22

by the Second Circuit that addresses a question of whether a

23

comity hearing must be held in a situation like this.

24

address that as well.

25

THE COURT:

We would

I'd like to say this and all the parties

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can get copies of this, but I think all parties should be

apprised of what I'm going to say.

It was my view and my intention to treat what we call

the Argentine law bonds as different from the bonds covered by

the February 23 order, and I think that was expressed in what I

issued.

And I think you agree with that, right?

MS. WAGNER:

I certainly agree they should be treated

differently.

10

THE COURT:

Now, look, the reason I'm making this

11

statement and you're the only one here, the only party

12

represented, whatever briefing goes on now should take into

13

account what I'm saying.

14

to heed what I'm saying and not confuse it.

15

myself.

And I would ask whoever is briefing


I'm repeating

16

It was my view and still is my view that the Argentine

17

law bonds issued in Argentina, payable in Argentina, subject to

18

Argentine law, are different from the bonds subject to the

19

February 23 order.

20

not, the factors I've talked about make them different.

21

And whether they're payable externally or

Now, if the Court has the responsibility of dealing

22

with any issue about the payment due in Argentina September 30

23

or December 31, etc., then that will have to emerge from

24

requests to the Court and briefing to the Court as necessary.

25

But the parties should know that whatever issues there are
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about Citibank and Argentina, September 30 or December 31, it

is the view of the Court that what we're dealing with and what

your applications relate to are bonds that are different from

the bonds covered by the February 23 order.

So I'll await your order to show cause and we'll

certainly, I'm sure, be able to schedule a prompt hearing.

You're going to submit an order to show cause on Monday?

8
9

MS. WAGNER:

We will do our very best to do that.

Yes, your Honor.

10

THE COURT:

11

MS. WAGNER:

12

Just to be clear, if I understand, your Honor, the

13

All right.

Thank you.

Thank you very much.

transcript can be circulated to our adversaries as well?

14

THE COURT:

15

MS. WAGNER:

Of today.

16

THE COURT:

Of course.

17

MS. WAGNER:

18

I'll await that.

Of today?

Thank you very much, your Honor.


o0o

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1
2

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------x

NML CAPITAL, LTD., et al.,

Plaintiffs,

5
6

v.

Defendant.
------------------------------x

New York, N.Y.


September 10, 2014
2:35 p.m.

10
11
12
13
14
15
16
17
18
19
20

08 CV 6978 (TPG)

THE REPUBLIC OF ARGENTINA,

7
8

Before:
HON. THOMAS P. GRIESA,
District Judge
A P P E A R A N C E S
QUINN EMANUEL URQUHART & SULLIVAN
Attorneys for Plaintiff NML Capital, Ltd.
BY: KEVIN S. REED
DECHERT LLP
Attorneys for Plaintiff NML Capital, Ltd.
BY: ROBERT A. COHEN
FRIEDMAN KAPLAN SEILER & ADELMAN LLP
Attorneys for Interested Parties Aurelius Capital Partners
and Blue Angel
BY: EDWARD A. FRIEDMAN

21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
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1
2
3
4

APPEARANCES (Cont'd)
DAVIS POLK & WARDWELL LLP
Attorneys for Citibank
BY: KAREN E. WAGNER
MATTHEW ROLAND
LINDSEY KNAPP
JAMES KERR

5
6
7
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12
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THE COURT:

MR. REED:

Who would like to lead off?


Good afternoon, your Honor.

Kevin Reed

from Quinn Emanuel.

Together with Mr. Cohen of the Dechert

firm I represent NML Capital, Ltd.

with respect to the matter that's going to be presented today.

Mr. Cohen has a conflict

THE COURT:

MR. REED:

Your Honor, we are here today on NML's motion by order

Can you go back to the lecturn?


I will.

to show cause to compel Citibank to comply with the subpoena

10

that we issued on August 15.

11

bit later, calls for production of what we consider to be a

12

relatively narrow and limited set of information, documents and

13

a deposition relating to communications and documents generated

14

during the period from just June 16 of this year forward

15

concerning payments on a set of U.S. dollar denominated

16

Argentine law exchange bonds and, in particular, threats that

17

Citibank has maintained Argentina has conveyed to it in an

18

effort to compel Argentina to make payment on those bonds in

19

violation of the terms of this Court's equal treatment order.

20

The subpoena, as I'll explain a

If you'll indulge me I wanted to give the Court a bit

21

of background, set a timeline that leads up to the subpoena

22

because I think it's relevant to the arguments we are going to

23

make today.

24

On June 27, in response to a motion for clarification

25

filed by Citibank, your Honor issued an order holding that the


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equal treatment order that you had previously issued did not

prohibit payment on certain Argentine law bonds, both peso

denominated and U.S. dollar denominated for exchange bonds.

NML filed a motion for reconsideration of that June 27

order.

holding that after July 30, Citibank will be barred by the

Court's equal treatment order from making payments on U.S.

dollar denominated exchange bonds issued under Argentine law

unless Argentina complies with the equal treatment order.

10

And on July 28 of this year, your Honor issued an order

Citibank appealed that order and on August 5 filed a

11

motion in the Second Circuit to expedite the appeal in which it

12

stated that if Citibank Argentina does not make payment, both

13

the bank and its employees will be at grave risk for civil

14

regulatory and criminal liability; in essence, telling the

15

Second Circuit, if we are forced to comply with this Court's

16

orders, Argentina has told us we will suffer great penalties.

17

THE COURT:

Can we back up a little bit.

In my view,

18

and I think this is reflected in whatever I said, this was a

19

narrow issue, not an issue about the whole injunction and the

20

whole payment.

21

issued in Argentina specifically under their terms subject to

22

Argentine law, right?

This was a narrow issue about bonds that were

23

MR. REED:

24

THE COURT:

25

Yes, your Honor.


And I believe that I held that it would be

no violation of any injunction in our court for a payment to be


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made, a one-time payment to be made, right?

MR. REED:

THE COURT:

MR. REED:

Yes, your Honor.


And that's as far as I went, right?
That's correct, your Honor, in the July 28

order.

THE COURT:

MR. REED:

Did I issue subsequent orders?


No, your Honor.

Your July 28 order

essentially said, we are going to make a one-time exception to

the equal treatment order to permit Citibank to make a payment

10

on U.S. dollar denominated Argentine law exchange bonds.

11

after July 30, those bonds will be considered within the equal

12

treatment order and no such payments may be made unless

13

Argentina complies with its rateable payment obligation.

14

THE COURT:

15

You go ahead.

16

MR. REED:

But

I think that's a fair description.

Argentina appealed that order, as did

17

Citibank.

And Citibank then filed a motion to the Second

18

Circuit to expedite its appeal because there is a payment due

19

on September 30.

20

Circuit, which Ms. Wagner I'm sure will expound on in greater

21

detail, but a key element of their position was, if we comply

22

with this Court's injunction and do not make payment on

23

September 30, we face grave sanctions from Argentina.

24

filed that motion on August 5.

25

a letter from the secretary of finance in Argentina as if to

And Citibank's position in the Second

They

The very next day they receive

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confirm what they are saying in which the secretary of finance

demands that Argentina make payment on September 30.

THE COURT:

MR. REED:

Say that again.


In a letter that the secretary of finance

of Argentina sent to Citibank on August 6, the Argentine

secretary of finance first demanded that Citibank make payment

on the exchange bonds in violation of this Court's order on

September 30 and demanded that Citibank respond within 48

hours, confirming that it would, in fact, make the payment.

10

Then on August 11, Citibank responds to Argentina in a

11

letter which it put before the Second Circuit through a 28(j)

12

letter.

13

fact, make the payment on September 30.

14

our obligation under Argentine law.

15

payment, the implication being notwithstanding our obligation

16

under this Court's order not to do so.

17

And in essence what Citibank said is, we will, in


We recognize that is

And we will make that

So this chain of events gave rise to a concern on the

18

part of NML that Argentina was engaging in an effort to evade

19

this Court's orders by coercing and pressuring Citibank and

20

potentially others, for all we know, to assist Argentina in

21

making payments on exchange bonds without rateable payments

22

being made to NML and other plaintiffs in clear violation of

23

this Court's orders.

24
25

So on August 15, NML served a subpoena on Citibank


that seeks expedited and limited discovery and, in particular,
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it seeks documents and a deposition on four discrete topics

covering the period from June 16 forward.

Those topics:

First, communications with Argentina,

between Citibank and Argentina relating to payments on these

Argentine law exchange bonds; second, any communications

Citibank has with Argentina relating to the motion that it made

to clarify that resulted in the June 27 order, the order where

your Honor initially said, payments on these Argentine law

bonds were permitted.

We have asked them to produce any

10

communications they have with Argentina relating to the motion

11

for reconsideration that NML filed which resulted in your

12

Honor's ruling that Citibank was not, in fact, permitted to

13

make payments on U.S. dollars.

14

THE COURT:

15

MR. REED:

Can you keep your voice up a little more.


The third category we sought was

16

information relating to communications between Citibank and

17

Argentina that relate to the motion that NML filed for

18

reconsideration of your Honor's June 27 order, and that motion

19

for reconsideration resulted in the order on July 28 where your

20

Honor indicated that payments on the U.S. dollar denominated

21

exchange bonds would not be permitted after July 30.

22

And, finally, and this may be the core of it, we asked

23

for any documents, communications, et cetera, relating to any

24

demands, threats, inducements, conveyed to Citibank by

25

Argentina to cause it to make a payment on the U.S. dollar


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denominated Argentine --

THE COURT:

I'm not catching --

You really have to keep your voice up.

MR. REED:

The fourth category of documents that we seek.

I apologize.

Hold on one second.


Is

that better?

THE COURT:

Thank you very much.

That's good.

MR. REED:

The core of it, the fourth category of documents that

I apologize, your Honor.

10

we seek are documents that go to any inducements, demands,

11

requests, threats conveyed by Argentina to Citibank to induce

12

Citibank to make payment on September 30 on the U.S. dollar

13

denominated exchange bonds governed by Argentine law.

14

Now, in serving the subpoena our aim was both to

15

understand and document Argentina's effort to evade this

16

court's orders through intimidation by third parties like

17

Citibank so we can figure out how to combat it and, if

18

necessary, seek the relief from the Court.

19

crystallized and the reason we sought expedited discovery and

20

ultimately an order to show cause, it was crystallized by

21

Argentina's threats to Citi in relation to this payment that's

22

coming up on September 30.

23

But it was bigger than just that.

That issue was

First, there are

24

parties other than Citibank who are due to make payments on

25

September 30 and, if compelled by Argentina, may do so in


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violation of this Court's order.

THE COURT:

MR. REED:

What is the last thing you are saying?


The subpoena initially was designed to

capture and combat what seemed to be a clear effort by

Argentina to coerce Citibank to make a payment on the exchange

bonds on September 30.

subpoena, to seek expedited discovery, and to try and move this

quickly.

That was what motivated us to serve the

But I want to make clear that the Court understands

10

that the issue is bigger than that in that there are parties

11

other than Citibank who, if compelled to, might make payments

12

on exchange bonds on September 30, such as Bank of New York.

13

And, beyond that, we are concerned --

14

THE COURT:

I don't know why you get into Bank of New

15

York.

16

to this case versus the Citibank branch in Buenos Aires.

17

Bank of New York has a completely different relationship

MR. REED:

I take your point, your Honor.

The point

18

I'm really trying to make is not specific to Bank of New York.

19

It's really more that if, in fact, Argentina is engaged in an

20

effort to compel Citibank as a third party to make payments in

21

violation of this Court's equal treatment order, it may well be

22

engaged in or planning to engage in a campaign to coerce other

23

third parties into making such payments.

24

we need to know.

25

know how they are doing it, we need to know what they are

If that's the case,

We need to know the details of it, we need to

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saying to people, we need to know how they are conveying it, so

that we can figure out how to combat that strategy including,

if necessary, by seeking relief from this Court.

Somewhat to our surprise, Citibank responded to our

subpoena seeking information on the threats that it supposedly

had been getting from Argentina and communications that it had

with Argentina regarding payments on the exchange bonds with

this kitchen sink list of objections and a refusal to produce

any documents.

And I say we were somewhat surprised because

10

given Citibank's claim that it was, in essence, being coerced

11

into violating this Court's order, it was our expectation that

12

Citibank would welcome the opportunity to make a full record of

13

the threats and the coercions that it was facing if for no

14

other reason than to defend itself against a contempt charge.

15

Instead, Citibank simply refuses to produce anything.

16

as required by the Court's rules and practices, we had a meet

17

and confer with Citi's counsel, and they adhered to that

18

position, that they would not produce anything.

19

And so

The only thing to come out of the meet and confer was

20

a representation by Citibank that the only -- and I'm quoting

21

it now -- the only written communication from the Republic of

22

Argentina to Citibank Argentina regarding the September 30

23

payment on the Argentine law bonds is the letter dated August

24

6, 2014 from Finance Secretary Lopez of which you are already

25

aware.

And what they are referring to there is a letter I


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referenced earlier that the secretary sent to Citibank

demanding that they make the payment on September 30.

11

Now, the representation that we got was obviously

carefully word and crafted and perhaps intended to suggest that

we already had all the relevant information, but, in fact, it

makes clear that we may well not.

there are any written communications from Citibank to

Argentina, as opposed to the other way.

whether there were any --

10
11
12

THE COURT:

It doesn't address whether

It doesn't address

I am going to interrupt you, and I'm sure

Ms. Wagner will have something to say.


The basic injunction of this Court is the injunction

13

of February 23, I guess, 2012 as amended, something like that.

14

And I want to say this as a little bit of background for where

15

I'm going.

16

provides conditions under which payments can be made on those

17

bonds of interest, et cetera.

18

the parties who did not exchange and who held and still hold

19

their judgments and it deals with the pari passu concept

20

creating a relationship between those two forms of

21

indebtedness.

22

It deals with the exchange bonds as a whole.

It

It deals, also, of course, with

Now, the basic procedures for the bonds issued in the

23

last century, $100 billion or so, those procedures were

24

established by contract.

25

default claims and so forth in New York.

They provided for processing of


The Bank of New York

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Mellon was appointed indenture trustee and all that was set up

and is reflected in the amended February 23 order.

Now, what the applications of this summer presented

was something aside from all of that, in my view.

with bonds issued in Argentina, subject to Argentine law,

something completely different from the bonds dealt with in the

February 23 order.

8
9

It dealt

Now, I ruled what I ruled in respect to those


particular bonds, and I think you've summarized it.

It's on

10

the record.

11

this summer was bonds issued in Argentina expressly subject to

12

Argentine law, something completely different from what was

13

covered in the injunction, the major injunction of February 23,

14

I guess, of 2012.

15

But what I was dealing with, and the proceedings

The reason I go into this is this.

I made a ruling.

16

That ruling is now before the Court of Appeals.

17

with what was due on those Argentine bonds as of July 30.

18

right?

19

MR. REED:

20

THE COURT:

But it dealt
Am I

Yes, your Honor.


Now, obviously, from what you say, and I'm

21

sure the correspondence bears this out, there will be another

22

date, September 30, when the issue will come up again about

23

payment by Citibank on those bonds issued in Argentina.

24
25

The problem I have with your application, I have not


heard from the other side, but I just want to address you right
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now, there are obviously problems in the relationship between

Citibank and the Republic of Argentina as to those Argentina

law bonds.

13

Ms. Wagner, there are issues, right?

MS. WAGNER:

THE COURT:

I don't know how long the particular issues will go on

Yes, your Honor.


We will come back to you.

and I don't know how Citibank is literally dealing with the

Republic of Argentina.

I made a ruling as to what was due on

10

July 30 and that ruling went no farther.

11

time had a peculiarity.

12

made by Citibank of what was due on those Argentine bonds and

13

what was due on obligations to Repsol, and the Citibank

14

recording system had that mixed up.

15

resolved, but I made a ruling about a one-time payment.

16

And the issue at that

There was some mixup on the recording

Hopefully, that will get

I would hope that this issue about the Argentine bonds

17

does not go on forever, and I would also hope that as long as

18

it goes on, there can be some reasonable negotiation between

19

Citibank and the Republic of Argentina.

20

are complicated or not complicated, I don't know sitting here.

Whether those issues

21

But what I'm leading up to is this.

22

Argentina has to deal with the Republic of Argentina.

23

have to deal with them.

24

they are the issues which we have talked about.

25

Citibank and
They

Citibank has a branch down there and

I should wait and hear from Ms. Wagner, but I will


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just anticipate.

for a very extensive discovery, I'm injecting something into

the process in Argentina that will make it more difficult

rather than less difficult for the dealings to occur.

5
6

I'm concerned that if I grant NML's request

I'd like to now interrupt you.

Thank you very much.

I'll get back to you.

Can I hear from Ms. Wagner.

MS. WAGNER:

14

Good afternoon, your Honor.

You are, of

course, exactly right that Citibank Argentina faces very

10

specific and unique issues when dealing with Argentina because

11

it is a branch bank in Argentina.

12

But I would suggest to you, your Honor, that you need

13

not deal with any of these issues today.

14

today is a request for discovery for the purpose of enlarging

15

the record in the Court of Appeals.

16
17
18
19
20

THE COURT:

I never do this.

voice down a little bit.


MS. WAGNER:
before, ever.

What is before you

Could you keep your

It's roaring up here.

Your Honor, that's never happened to me

That's very exciting.

We are dealing here, your Honor, with a request to

21

provide discovery for the purpose of enlarging the record

22

before the Second Circuit.

23

plaintiffs and there is none that we have found which permits

24

this Court to order discovery so that the Second Circuit's

25

record can be changed.

There is no case cited by

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So I would suggest to your Honor, for that reason

alone this motion can be denied today and we can carry on with

the way we are carrying on.

position, Citibank Argentina.

from this Court's order because we do face conflicting

obligations.

clarification, which was almost a year and a half ago.

not new.

this is going to be a problem and we could be subject to

10
11

Citibank is in a very unique


Citibank Argentina has appealed

We made that point when we moved for


This is

We put in expert declarations at that time that said,

various kinds of risk.


What happened very recently was that Argentina's

12

finance minister sent us a letter that basically said, yes, you

13

are at that kind of risk.

14

Circuit to please expedite the appeal from your Honor's order,

15

and we are arguing, of course, in the Second Circuit that we

16

should be treated differently and we should not be subject to

17

this injunction.

18

For that reason we asked the Second

Now, your Honor, if it turns out that the Court of

19

Appeals agrees with us, then none of this is going to be

20

relevant anymore.

21

whatever is going on between Citibank Argentina and Argentina.

22

If they rule in our favor, this whole issue goes away.

23

It won't matter what the negotiations or

I think, your Honor, because you've expressed this to

24

us before, you have not in the past thought that it was your

25

role to do something with respect to your order when an appeal


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was pending.

So I would suggest to your Honor that you would

be in a perfectly reasonable position today to just deny this

discovery request, and the Court of Appeals is likely to rule,

I think, before September 30, and then we will all know where

we stand and we can all figure out what to do next.

is no reason in the law or in the facts or any other reason for

you to proceed now to allow discovery for the purpose of

enlarging the appellate record.

But there

The other point I would make to you, your Honor, is I

10

think you've been pretty straightforward that you think people

11

should be talking about settlement.

12

suggested to you that one of the Citibank and Argentina's

13

executives, who was in New York for the purpose of meeting with

14

banks to talk about a potential settlement, for that reason,

15

should be subject to a subpoena so that he can testify about

16

these issues.

17

this sort of discussion going forward and it certainly will

18

create difficulties between Citibank Argentina and Argentina.

19

All of that is also entirely unnecessary.

20

anything before this Court at this moment and it cannot be put

21

before the Second Circuit.

Plaintiffs have now

That will, of course, chill any possibility of

It's irrelevant to

22

So for that reason as well I think that the

23

application here for the discovery, which your Honor is quite

24

right, would be very sensitive and should not be pursued, it

25

should be denied because there is no reason on earth to be


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doing this right now, right before the Second Circuit rules.

Your Honor, that is basically our position on this motion.

THE COURT:

a few questions of Mr. Reed.

5
6

Can you remain where you are.

17

Let me ask

Could you go back there.

What proceeding is going on in the district court that


all this discovery would relate to?

MR. REED:

Your Honor, that does get to the heart of

it.

And what it relates to is this Court's ongoing effort to

police and ensure compliance with the equal treatment order.

10

We are not here seeking to harass Citibank.

11

thought, perhaps naively, that we might be helping Citibank

12

with this application by exposing efforts by Argentina to evade

13

the Court's orders by coercing third parties into making

14

payments that are prohibited by them.

15

In fact, we

And whatever happens with the appeal on the Second

16

Circuit, whatever the Second Circuit decides as to the July 28

17

order, this Court still is charged with the responsibility of

18

enforcing its injunction, requiring Argentina to make rateable

19

payments when it makes payments on the exchange bonds.

20

what Argentina is planning, which is essentially what Citibank

21

is claiming is going on here, if what Argentina is planning is

22

to secure an ability to make payments in violation of this

23

Court's order by coercing third parties such as Citibank to

24

facilitate such payments, that goes to the heart of the

25

injunction, whether it's going to have any value at all.


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If they get away with what they have done here,

compelling and threatening Citibank to make a payment by

threatening to pull its license, threatening to jail its

officials, if Citibank is to be believed and statements are to

be taken at face value, if Citibank gets away with that here,

that's a first crack in the dam.

due --

8
9

THE COURT:
mind.

As these other payments come

I don't see that.

Here is what I have in

The basic provisions that this Court is dealing with

10

relate to what stems from the original bond issues back at the

11

turn of the century and specifically relate to the exchanges

12

that were made on those bonds by many bondholders in '05 and

13

2010 and then the handling of the people who did not exchange

14

under the pari passu clause.

15

with.

16

agreed by the Republic that all this would be in New York.

17

That's what this Court is dealing

And it's all in New York because it was contractually

Now, there have been efforts by the Republic to avoid

18

the effect of the Court's injunction and those efforts have

19

been dealt with as they came up, and I have issued rulings

20

forbidding certain actions.

21

call the bulk of the bonds, and the record shows what I'm

22

talking about.

23

But all that relates to what I'll

What I'm saying now is not meant to restate any

24

rulings I made this summer or discuss what's before the Court

25

of Appeals.

But it's meant to do this.

I do not see the kind

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of large-scale threat that I think you are talking about to the

structure of the bonds in a large sense.

thought I was dealing with was something that was quite

different from the bonds dealt with in the large injunction,

which are payable in New York subject to New York law, et

cetera or United States law.

is being dealt with in Argentina are bonds issued in Argentina

specifically subject to Argentine law, and I had to deal with

the question of what obligations Citibank did or did not have

10

because the application came before me this summer and that's

11

all now before the Court of Appeals.

12

What I see and what I

It is my understanding that what

What I'm trying to get at is that I really don't see

13

whatever goes on between Citibank and Argentina and the

14

Republic of Argentina in respect to these particular bonds.

15

don't see that having a wide effect.

16

about a possible wide effect and I really don't see that.

17

MR. REED:

I think you're talking

Your Honor, if I may, I guess I would

18

respond in two ways.

First, just so that it's abundantly

19

clear, the bonds that we are discussing here, although they

20

were issued in Argentina under Argentine law, are exchange

21

bonds governed by the court's injunction.

22

dispute that.

Citibank doesn't

23

So in a micro sense, what we are dealing with here,

24

according to Citibank, is an effort by Argentina to compel a

25

payment on exchange bonds that is prohibited by this Court's


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injunction.

of itself, it is our view that the Court ought not to

countenance that and, at a minimum, ought to permit discovery

so that we can see whether, in fact, Argentina is making

threats to compel a third party to violate this Court's order.

And even if you look at simply that issue in and

That issue alone, we think, justifies the discovery

that we seek so that we can ascertain whether Citibank is

engaged in a blatant and naked effort to circumvent and evade

this Court's order through intimidation.

10

The second thing, we do believe that there may well be

11

a wider effect.

Because if they get away with it here, they

12

may be planning to do it elsewhere.

13

Argentina with a small set of bonds and they get away with it

14

and it stays that, or whether it goes to a wider effect, where

15

it begins to affect the vast bulk of the bonds issued in the

16

United States, nobody can know.

And whether it's in

17

That's why NML has an interest in ascertaining what

18

Argentina is claiming, how they are executing it, and how it

19

may affect it.

20

Argentina will do anything in its power to avoid complying with

21

this Court's orders and judgments.

22

Because what we know for certain is that

And what we also know from past experience, the only

23

way that NML and other plaintiffs can be in a position where

24

they can hope to combat that is to know what's happening as

25

soon as possible and in as much detail as possible so that we


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can plan countermeasures to assist the Court in enforcing these

orders, and that's why we think this discovery is critical.

THE COURT:

MS. WAGNER:

Ms. Wagner.
Your Honor, we, of course, agree with

you.

The issue that was before you that we brought before you

and that is now in the Court of Appeals is addressed to the

unique situation facing Citibank Argentina with respect to

these Argentine law bonds that are issued in Argentina and

payable in Argentina and, frankly, we now know and we had

10

advised the Court that some of them are not exchange bonds,

11

probably not quite a lot of them.

12

today.

13

That's not an issue for

The point is, that question as to whether Citibank

14

Argentina, given its status, and the Argentine law bonds, as a

15

matter of law, should be subjected to this Court's injunction.

16

And your Honor is quite right.

17

only of bonds, but also one entity, Citibank Argentina.

18

Court of Appeals will decide, it's not a question of anybody

19

getting away with anything.

20

whether or not, as a matter of law, Citibank Argentina should

21

be bound by this, and we will decide very soon.

22

It's a very defined group, not


The

The Court of Appeals will decide

And if the Court decides that there is a legal reason

23

why Citibank Argentina should not be bound by this ruling, then

24

all of this discovery would be completely irrelevant anyway.

25

It's not a question of people getting away with


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anything.

injunction and is Citibank Argentina and are these bonds

included.

Appeals thinks, and if this whole effort is to suggest that it

is Argentina that's being policed, then I suppose that

Argentina could be the target of some discovery requests.

only requests have been made of Citibank and it is obvious that

it puts Citibank in a very complicated position.

It is a question of what is the scope of the

We will find out very shortly what the Court of

The

Your Honor, we would suggest, given the pendency of

10

the appeal, and when they came to your Honor to get the order

11

to show cause to ask for this discovery, there was not one word

12

mentioned about anything other than Citibank and Citibank

13

Argentina and the need to supplement the record on appeal.

14

They didn't come to you saying, we are worried there is going

15

to be a whole mass evasion of your order.

16

laser-focused on Citibank's appeal.

17

They were very

Citibank should now have its appeal heard and decided

18

and their discovery is just totally irrelevant to anything

19

pending in this Court, and obviously there is no procedure for

20

getting discovery in the Court of Appeals.

21

THE COURT:

Thank you.

22

What we have before the Court are subpoenas, right?

23

MR. REED:

Yes, your Honor.

You have a motion to

24

compel compliance with the subpoena that NML issued to

25

Citibank.
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MS. WAGNER:

THE COURT:

And a motion to quash.


What I have done in the past as issues

have come up is to deal with specific issues which have been

presented, and there have been several.

created by actions taken by the Republic, at least some of

them, and I've made rulings.

was this summer and that is before the Court of Appeals now.

8
9

23

Those issues have been

And the latest ruling that I made

I do not deny that there may be conduct, there may be


warnings, there may be information which could indicate that

10

there might be efforts by the Republic of Argentina to get

11

Citibank to do what might be in violation of this Court's order

12

or orders.

13

don't have facts showing that in any definite way, and I don't

14

think the NML claims that there are such facts right now.

15

I put all this in terms of might because I really

MR. REED:

In fact, your Honor, we do.

And you have

16

the letter submitted by Citibank itself to the Court of Appeals

17

in which Argentina demands that they violate this Court's

18

order.

19

THE COURT:

I stand corrected.

Thank you.

20

My point really is that this Court should take no

21

action at this time while the appeal is pending before the

22

Court of Appeals.

23

of Appeals does will have an effect upon the kind of issues we

24

are discussing here and, therefore, this Court reserves

25

decision on issues about discovery, the issues about the

It almost goes without saying what the Court

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subpoenas.

The Court reserves decision and the Court will take

no action pending all of us learning, as we will shortly, what

the Court of Appeals does following the argument on September

18.

That's where the Court stands now.

MS. WAGNER:

MR. REED:

Thank you.

Thank you, your Honor.

Thank you, your Honor.


o0o

8
9
10
11
12
13
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15
16
17
18
19
20
21
22
23
24
25
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EXHIBIT F

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UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK

------------------- --------- ---------------X


NML CAPITAL, LTD.,
Plaintiff,
08 Civ. 6978 (TPG)
09 Civ. 1707 (TPG)
09 Civ. 1708 (TPG)

-againstTHE REPUBLIC OF ARGENTINA,


Defendant.

----- ----- ----- ------------------------X


AURELIUS CAPITAL MASTER, LTD. and
ACP MASTER, LTD.,
09 Civ. 8757 (TPG)
09 Civ. 10620 (TPG)

Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
--------

---

-------------

------------

--X

AURELIUS OPPORTUNITIES FUND II,


LLC and AURELIUS CAPITAL MASTER,
LTD.,

10
10
10
10

Plaintiffs,
against-

Civ.
Civ.
Civ.
Civ.

1602
3507
3970
8339

(TPG)
(TPG)
(TPG)
(TPG)

THE REPUBLIC OF ARGENTINA,


(captions continued on
next page)

Defendant.

----x

Case
Case1:08-cv-06978-TPG
15-1047, Document Document
27, 05/11/2015,
613 Filed
1507447,
07/28/14
Page143
Page
of 2366
of 4

---------------------------------------------X
BLUE ANGEL CAPITAL I LLC,
10 Civ. 4101 (TPG)
10 Civ. 4 782 (TPG)

Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

---------------------------------------------X
OLIFANT FUND, LTD.,
10 Civ. 9587 (TPG)

Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

---------------------------------------------X
PABLO ALBERTO VARELA, et al.,
Plaintiffs,

10 Civ. 5338 (TPG)

-againstTHE REPUBLIC OF ARGENTINA,


Defendant.
---------------------------------------------x

Case
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07/28/14
Page144
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ORDER
Before the court is plaintiffs' motion for partial reconsideration of the
June 27, 2014 order granting Citibank, N.A.'s (''Citibank") motion for
clarification (the "Citibank order"). At the hearing held on July 22, 2014, the
parties raised-for the first time-new information regarding the exchange
bonds paid through Citibank Argentina.
judgment on plaintiffs' motion.

Accordingly, the court reserved

After the hearing, Citibank and the parties

brought additional information to the court's attention. That information is as


follows.
By letter dated July 23, 2014, Citibank advised the court that the
Republic of Argentina (the "Republic") issued bonds pursuant to a settlement
with Repsol YPF, S.A. in an unrelated case (the "Repsol bonds"), which have
the same International Securities Identification Number ("ISIN") as the dollardenominated exchange bonds paid through Citibank.

That ISIN number is

ARARGE03E 113. As a result, Citibank cannot distinguish between the Repsol


bonds and the dollar-denominated exchange bonds. In other words, the court
cannot enjoin payment on the dollar-denominated exchange bonds without
also upsetting the Repsol settlement.
Unfortunately, because of the July 30, 2014 expiration of the grace
period, this issue demands the court's immediate attention. Accordingly, the
court states the following.

Case
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Page145
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The court does not wish to upset the settlement with Repsol. For this
reason only, the court denies plaintiffs' motion for partial reconsideration at
this time.

Citibank may make payment on the interest due on the Repsol

bonds and on both the peso- and dollar-denominated exchange bonds


described in the Citibank order.
However, the court will only allow this one-time payment on the dollardenominated exchange bonds. After July 30, 2014, the court will rescind the
Citibank order with regard to the dollar-denominated exchange bonds.

To

avoid future confusion, the parties are directed to devise a way to distinguish
between the Repsol bonds and the exchange bonds before the next interest
payment is due.
SO ORDERED.
Dated: New York, New York
July 28, 2014

Is I Thomas P. Griesa
Thomas P. Griesa
U. S. District Judge

Case 15-1047, Document 27, 05/11/2015, 1507447, Page146 of 366

EXHIBIT G

Case
Case1:09-cv-01707-TPG
15-1047, Document Document
27, 05/11/2015,
344 Filed
1507447,
06/27/14
Page147
Page
of 1366
of 2

USDCSDNY
DOCUMENT

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK

BLECfRONICAI.LY FILED
DOC#:

DATE

----------------------------------X
NML CAPITAL, LTD.,
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

l. I '2--:r I I l..f

No. 08 Civ. 6978 (TPG)


No. 09 Civ. 1707 (TPG)
No. 09 Civ. 1708 (TPG)

----------------------------------X
AURELIUS CAPITAL MASTER, LTD. and
ACP MASTER, LTD.,
Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

No. 09 Civ. 8757 (TPG)


No. 09 Civ. 10620 (TPG)

AURELIUS OPPORTUNITIES FUND II, LLC


and AURELIUS CAPITAL MASTER, LTD.,
Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

No.
No.
No.
No.

BLUE ANGEL CAPITAL I LLC,


Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

No. 10 Civ. 4101 (TPG)


No. 10 Civ. 4782 (TPG)

----------------------------------X
10 Civ. 1602 (TPG)
10 Civ. 3507 (TPG)
10 Civ. 3970 (TPG)
10 Civ. 8339 (TPG)

----------------------------------X

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x (captions continue on following page)

----ORDER CLARIFYING
AMENDED FEBRUARY 23, 2012 ORDERS

Case
Case1:09-cv-01707-TPG
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of 2

----------------------------------X
OLIFANT FUND, LTD.,
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

No. 10 Civ. 9587 (TPG)

PABLO ALBERTO VARELA, et al.,


Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.

No. 10 Civ. 5338 (TPG)

----------------------------------X

----------------------------------X
UPON consideration of Citibank, N .A.'s motion for clarification or

modification, plaintiffs' opposition thereto, and all other arguments submitted to the
Court in the parties' papers and at oral argument, it is hereby:
1.

CLARIFIED that this Court's Amended February 23, 2012 Orders

do not as a matter of law prohibit payments by Citibank, N.A.'s Argentine branch on


Peso- and U.S. Dollar-denominated bonds-governed by Argentine law and payable in
Argentina-that were issued by the Republic of Argentina in 2005 and 2010 to customers
for whom it acts as custodian in Argentina.

Dated: June ?::if; 2014

United States District Judge

Case 15-1047, Document 27, 05/11/2015, 1507447, Page149 of 366

EXHIBIT H

Case 15-1047, Document 27, 05/11/2015, 1507447, Page150 of 366

Excerpts from Resolution 26/2014, dated April 30, 2014


Whereas,
That Article 1 of Law 26,932 ratified the CONVENIO DE SOLUCION AMIGABLE Y AVENIMIENTO DE
EXPROPIACION entered into by the Republic of Argentina and Repsol S.A., REPSOL Capital SL, and
REPSOL BUTANO S.A., executed on february 27, 2014 within the scope of Law 26,741 that declared YPF
SAs and YPF GAS SAs equity of public utility and subject to expropriation.

Article 2 The reopening of the issuance of BONOS DE LA REPUBLICA ARGENTINA CON DESCUENTO EN
DOLARES ESTADOUNIDENSES 8,28% 2033 (DISCOUNT 33) is hereby provided, which applicable law is
the law of the Republic of Argentina, originally issued pursuant to Decree No. 1.735, dated December 9,
2004, for a principal amount of PRINCIPAL AMOUNT IN DOLLARS OF THE UNITED STATES OF AMERICA
ONE THOUSAND TWO HUNDRED FIFTY MILLION (US$1,250,000,000), to be placed in accordance with
the Agreement ratified by Article 1 of Law 26.932.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page151 of 366

AFFI.DAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION

STATE OF NEW YORK)


:ss.:
COUNTY OF NEW YORK)
SEBASTIAN VILLAVECES, being duly sworn, deposes and says:
I am an attorney employed by Cleary Gottlieb Steen & Hamilton LLP presently
residing and working within the State ofNew York and declare:
I am proficient with the Spanish language and the English language, have had
prior experience in translating documents in those languages, have translated excerpts of the
foregoing document (Argentine Joint Resolution No. 26/2014) from Spanish into English, and
believe that the translation is complete and accurate.

Villaveces
Sworn to before me this
23rd day of September 2014

Case 15-1047,
Document
27, Pblicas
05/11/2015,
1507447, Page152 of 366
InfoLEG - Ministerio
de Economa
y Finanzas
- Argentina

Page 1 of 2

Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.

Secretara de Finanzas
DEUDA PUBLICA
Resolucin 26/2014

Ampliacin de emisin de Bonos. Emisin y colocacin de Letra del Tesoro.


Bs. As., 30/4/2014
VISTO el Expediente N S01:0083205/2014 del Registro del MINISTERIO DE ECONOMIA Y FINANZAS PUBLICAS, y las Leyes
Nros. 26.741 y 26.932, y
CONSIDERANDO:
Que por el Artculo 1 de la Ley N 26.932 se ratific el CONVENIO DE SOLUCION AMIGABLE Y AVENIMIENTO DE
EXPROPIACION celebrado entre la REPUBLICA ARGENTINA y REPSOL S. A., REPSOL CAPITAL SL, Y REPSOL BUTANO
S.A., suscripto el 27 de febrero de 2014 en el marco de lo dispuesto por la Ley N 26.741 que declar de utilidad pblica y sujeto
a expropiacin el 51% del patrimonio de YPF SA e YPF GAS SA.
Que por el Artculo 2 se autoriza a la SECRETARIA DE FINANZAS dependiente del MINISTERIO DE ECONOMIA Y FINANZAS
PUBLICAS para la emisin de los BONOS DEL TESORO DE LA NACION en las condiciones y montos establecidos en el
Convenio arriba mencionado, as como la emisin de Letras del Tesoro en garanta a favor del BANCO DE LA NACION
ARGENTINA, para ser utilizadas como contragaranta del aval a ser otorgado por dicho Banco.
Que la Direccin General de Asuntos Jurdicos del MINISTERIO DE ECONOMIA Y FINANZAS PUBLICAS ha tomado la
intervencin que le compete.
Que la presente medida se dicta en virtud de las facultades conferidas por el Artculo 2 de la Ley N 26.932.
Por ello,
EL SECRETARIO DE FINANZAS
RESUELVE:
Artculo 1 Dispnese la ampliacin de la emisin del BONO DE LA NACION ARGENTINA EN DOLARES
ESTADOUNIDENSES 7% 2017 (BONAR X), originalmente emitido por el Artculo 1 de la Resolucin Conjunta N 100 de la
SECRETARIA DE HACIENDA y N 24 de la SECRETARIA DE FINANZAS de fecha 10 de abril de 2007, ambas del ex
MINISTERIO DE ECONOMIA Y PRODUCCION, por hasta un monto de VALOR NOMINAL ORIGINAL DOLARES
ESTADOUNIDENSES OCHOCIENTOS MILLONES (VNO U$S 800.000.000), los que se colocarn conforme se determina en el
Convenio ratificado por el artculo 1 de la Ley N26.932.
Art. 2 Dispnese la ampliacin de la emisin de los BONOS DE LA REPUBLICA ARGENTINA CON DESCUENTO EN
DOLARES ESTADOUNIDENSES 8,28% 2033 (DISCOUNT 33), cuya ley aplicable es la de la REPUBLICA ARGENTINA,
emitidos originalmente mediante el Decreto N 1.735 de fecha 9 de diciembre de 2004, por un monto de VALOR NOMINAL
ORIGINAL DOLARES ESTADOUNIDENSES MIL DOSCIENTOS CINCUENTA MILLONES (VNO U$S 1.250.000.000), los que se
colocarn conforme se determina en el Convenio ratificado por el artculo 1 de la Ley N 26.932.
Art. 3 Dispnese la ampliacin de la emisin de los BONOS DEL GOBIERNO NACIONAL EN DOLARES
ESTADOUNIDENSES SIETE POR CIENTO (7%) p.a. 2015 (BODEN 2015), emitidos originalmente mediante la Resolucin
Conjunta N 240 de la SECRETARIA DE HACIENDA y N 85 de la SECRETARIA DE FINANZAS de fecha 16 de setiembre de
2005, ambas del ex MINISTERIO DE ECONOMIA Y PRODUCCION, por hasta un monto de VALOR NOMINAL ORIGINAL
DOLARES ESTADOUNIDENSES CUATROCIENTOS MILLONES (VNO U$S 400.000.000), los que se colocarn conforme se
determina en el Convenio ratificado por el artculo 1 de la Ley N 26.932.
Art. 4 Dispnese la emisin de los BONOS DE LA NACION ARGENTINA EN DOLARES ESTADOUNIDENSES 8,75%
2024 (BONAR 2024), cuya ley aplicable es la de la REPUBLICA ARGENTINA, por hasta un monto de VALOR NOMINAL
ORIGINAL DOLARES ESTADOUNIDENSES TRES MIL QUINIENTOS CINCUENTA MILLONES (V.N.O. U$S 3.550.000.000),
con las siguientes condiciones financieras:
Fecha de emisin: 7 de mayo de 2014.
Fecha de vencimiento: 7 de mayo de 2024.
Plazo: DIEZ (10) aos.

http://www.infoleg.gob.ar/infolegInternet/anexos/225000-229999/229627/norma.htm

9/23/2014

Case 15-1047,
Document
27, Pblicas
05/11/2015,
1507447, Page153 of 366
InfoLEG - Ministerio
de Economa
y Finanzas
- Argentina

Page 2 of 2

Moneda de emisin y pago: Dlares Estadounidenses.


Amortizacin: en SEIS (6) cuotas anuales y consecutivas, comenzando el 5 ao posterior a la fecha de emisin (2019). Las
primeras CINCO (5) cuotas de amortizacin sern del DIECISEIS CON SESENTA Y SEIS CENTESIMOS POR CIENTO
(16,66%) y la ltima cuota de DIECISEIS CON SETENTA CENTESIMOS POR CIENTO (16,70%).
Inters: devengar una tasa del OCHO CON SETENTA Y CINCO CENTESIMOS POR CIENTO (8,75%) nominal anual. Los
intereses sern pagaderos semestralmente calculados sobre la base meses de TREINTA (30) das y un ao de TRESCIENTOS
SESENTA das (30/360). Las fechas de pago de intereses sern el 7 de mayo y 7 de noviembre de cada ao hasta su
vencimiento, siendo la primera fecha de pago de intereses el 7 de noviembre de 2014. Cuando el vencimiento de un cupn no
fuere un da hbil, la fecha de pago del cupn ser el da hbil inmediato posterior a la fecha de vencimiento original, pero el
clculo del mismo se realizar hasta la fecha de vencimiento original.
Denominacin mnima: ser de VALOR NOMINAL ORIGINAL DOLARES ESTADOUNIDENSES UNO (V.N.O. U$S 1).
Colocacin: conforme se determina en el Convenio ratificado por el artculo 1 de la Ley N 26.932.
Negociacin: sern negociables y se solicitar su cotizacin en el MERCADO ABIERTO ELECTRONICO (MAE) y en bolsas y
mercados de valores del pas.
Titularidad: se emitirn Certificados Globales a nombre de la Central de Registro y Liquidacin de Pasivos Pblicos y
Fideicomisos Financieros del BANCO CENTRAL DE LA REPUBLICA ARGENTINA (CRYL), en su carcter de Agente de Registro
de los Bonos.
Exenciones impositivas: gozarn de todas las exenciones impositivas dispuestas por las leyes y reglamentaciones vigentes en la
materia.
Atencin de los servicios financieros: los pagos se cursarn a travs del BANCO CENTRAL DE LA REPUBLICA ARGENTINA
mediante transferencias de fondos en las respectivas cuentas de efectivo que posean los titulares de cuentas de registro en dicha
Institucin.
Art. 5 Dispnese la emisin y colocacin de UNA (1) Letra del Tesoro en garanta por un VALOR NOMINAL ORIGINAL
DOLARES ESTADOUNIDENSES CIENTO CINCUENTA MILLONES (V.N.O. U$S 150.000.000) al BANCO DE LA NACION
ARGENTINA (BNA), a los efectos de ser utilizadas como contragaranta de la fianza solidaria a ser otorgada por dicho Banco a
REPSOL S.A. correspondiente a los TRES (3) primeros servicios de intereses de los BONOS DE LA NACION ARGENTINA EN
DOLARES ESTADOUNIDENSES 8,75% 2024 (BONAR 2024),emitidos por el Artculo 4 de la presente, de acuerdo a las
siguientes condiciones:
Fecha de emisin: 7 de mayo de 2014.
Plazo Mximo de vigencia: hasta DIEZ (10) das hbiles posteriores a la fecha de pago del tercer servicio de intereses del
BONAR 2024, siendo esta fecha el 24 de noviembre de 2015. Expirar de pleno derecho en dicha fecha o bien de ocurrir la
extincin del Convenio, antes de dicha fecha.
En caso de incumplimiento, total o parcial, por parte del Estado Nacional en el pago de cualquiera de los TRES (3) primeros
servicios de intereses del BONAR 2024, en las fechas previstas en el Artculo 4 de la presente y en la medida que el BNA haya
realizado el pago del servicio correspondiente al citado ttulo al beneficiario de la fianza solidaria, el mencionado banco podr
requerir la cancelacin, total o parcial, de la presente Letra en garanta mediante nota dirigida a la Oficina Nacional de Crdito
Pblico. El Estado Nacional proceder al depsito de los fondos solicitados, dentro de un plazo de SIETE (7) das hbiles de
recibido el requerimiento por parte del BNA, en la cuenta que dicha Institucin indique.
Titularidad: se emitir un certificado global que ser depositado en la Central de Registro y Liquidacin de Pasivos Pblicos y
Fideicomisos Financieros (CRYL) del BANCO CENTRAL DE LA REPUBLICA ARGENTINA.
Negociacin: la Letra del Tesoro en garanta ser intransferible y no negociable.
Denominacin mnima: Dlares Estadounidenses UNO (1).
Moneda de emisin y pago: Dlares Estadounidenses.
Art. 6 Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. Pablo J. Lpez.

http://www.infoleg.gob.ar/infolegInternet/anexos/225000-229999/229627/norma.htm

9/23/2014

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EXHIBIT I

Case 15-1047, Document 27, 05/11/2015, 1507447, Page155 of 366

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------x
:
NML CAPITAL, LTD.,
:
:
Plaintiff,
:
:
against
:
:
REPUBLIC OF ARGENTINA,
:
:
Defendants.
:
:
---------------------------------------------x

ORDER
08 Civ. 6978 (TPG)
09 Civ. 1707 (TPG)
09 Civ. 1708 (TPG)

AMENDED FEBRUARY 23, 2012 ORDER


WHEREAS, in an Order dated December 7, 2011, this Court found that,
under Paragraph 1(c) of the 1994 Fiscal Agency Agreement (FAA), the
Republic is required . . . at all times to rank its payment obligations pursuant
to NMLs Bonds at least equally with all the Republics other present and future
unsecured and unsubordinated External Indebtedness.
WHEREAS, in its December 7, 2011 Order, this Court granted partial
summary judgment to NML on its claim that the Republic repeatedly has
breached, and continues to breach, its obligations under Paragraph 1(c) of the
FAA by, among other things, ma[king] payments currently due under the
Exchange Bonds, while persisting in its refusal to satisfy its payment
obligations currently due under NMLs Bonds.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page156 of 366

And WHEREAS NML Capital, Ltd. (NML) has filed a renewed motion for
equitable relief as a remedy for such violations pursuant to Rule 65(d) of the
Federal Rules of Civil Procedure and the Courts inherent equitable powers.
Upon consideration of NMLs renewed motion, the response of the
Republic of Argentina (the Republic) thereto, NMLs reply, and all other
arguments submitted to the Court in the parties papers and at oral argument,
it is HEREBY ORDERED that:
1.

It is DECLARED, ADJUDGED, and DECREED that NML is

irreparably harmed by and has no adequate remedy at law for the Republics
ongoing violations of Paragraph 1(c) of the FAA, and that the equities and
public interest strongly support issuance of equitable relief to prevent the
Republic from further violating Paragraph 1(c) of the FAA, in that:
a. Absent equitable relief, NML would suffer irreparable harm
because the Republics payment obligations to NML would
remain debased of their contractually-guaranteed status, and
NML would never be restored to the position it was promised
that it would hold relative to other creditors in the event of
default.
b. There is no adequate remedy at law for the Republics ongoing
violations of Paragraph 1(c) of the FAA because the Republic
has made clear indeed, it has codified in Law 26,017 and Law

Case 15-1047, Document 27, 05/11/2015, 1507447, Page157 of 366

26,547 its intention to defy any money judgment issued by


this Court.
c. The balance of the equities strongly supports this Order in light
of the clear text of Paragraph 1(c) of the FAA and the Republics
repeated failures to make required payments to NML. In the
absence of the equitable relief provided by this Order, the
Republic will continue to violate Paragraph 1(c) with impunity,
thus subjecting NML to harm. On the other hand, the Order
requires of the Republic only that which it promised NML and
similarly situated creditors to induce those creditors to
purchase the Republics bonds. Because the Republic has the
financial wherewithal to meet its commitment of providing equal
treatment to both NML (and similarly situated creditors) and
those owed under the terms of the Exchange Bonds, it is
equitable to require it to do so. Indeed, equitable relief is
particularly appropriate here, given that the Republic has
engaged in an unprecedented, systematic scheme of making
payments on other external indebtedness, after repudiating its
payment obligations to NML, in direct violation of its
contractual commitment set forth in Paragraph 1(c) of the FAA.
d. The public interest of enforcing contracts and upholding the
rule of law will be served by the issuance of this Order,
particularly here, where creditors of the Republic have no
3

Case 15-1047, Document 27, 05/11/2015, 1507447, Page158 of 366

recourse to bankruptcy regimes to protect their interests and


must rely upon courts to enforce contractual promises. No less
than any other entity entering into a commercial transaction,
there is a strong public interest in holding the Republic to its
contractual obligations.
2.

The Republic accordingly is permanently ORDERED to specifically

perform its obligations to NML under Paragraph 1(c) of the FAA as follows:
a. Whenever the Republic pays any amount due under terms of
the bonds or other obligations issued pursuant to the
Republics 2005 or 2010 Exchange Offers, or any subsequent
exchange of or substitution for the 2005 and 2010 Exchange
Offers that may occur in the future (collectively, the Exchange
Bonds), the Republic shall concurrently or in advance make a
Ratable Payment to NML (as defined below and as further
defined in the Courts Opinion of November 21, 2012).
b. Such Ratable Payment that the Republic is ORDERED to
make to NML shall be an amount equal to the Payment
Percentage (as defined below) multiplied by the total amount
currently due to NML in respect of the bonds at issue in these
cases (08 Civ. 6978, 09 Civ. 1707, and 09 Civ. 1708), including
pre-judgment interest (the NML Bonds).
c. Such Payment Percentage shall be the fraction calculated by
dividing the amount actually paid or which the Republic
4

Case 15-1047, Document 27, 05/11/2015, 1507447, Page159 of 366

intends to pay under the terms of the Exchange Bonds by the


total amount then due under the terms of the Exchange Bonds.
d. The Republic is ENJOINED from violating Paragraph 1(c) of the
FAA, including by making any payment under the terms of the
Exchange Bonds without complying with its obligation pursuant
to Paragraph 1(c) of the FAA by concurrently or in advance
making a Ratable Payment to NML.
e. Within three (3) days of the issuance of this ORDER, the
Republic shall provide copies of this ORDER to all participants
in the payment process of the Exchange Bonds (Participants).
Such Participants shall be bound by the terms of this ORDER
as provided by Rule 65(d)(2) and prohibited from aiding and
abetting any violation of this ORDER, including any further
violation by the Republic of its obligations under Paragraph 1(c)
of the FAA, such as any effort to make payments under the
terms of the Exchange Bonds without also concurrently or in
advance making a Ratable Payment to NML.
f. Participants refer to those persons and entities who act in
active concert or participation with the Republic, to assist the
Republic in fulfilling its payment obligations under the
Exchange Bonds, including: (1) the indenture trustees and/or
registrars under the Exchange Bonds (including but not limited
to The Bank of New York Mellon f/k/a/ The Bank of New York);
5

Case 15-1047, Document 27, 05/11/2015, 1507447, Page160 of 366

(2) the registered owners of the Exchange Bonds and nominees


of the depositaries for the Exchange Bonds (including but not
limited to Cede & Co. and The Bank of New York Depositary
(Nominees) Limited) and any institutions which act as
nominees; (3) the clearing corporations and systems,
depositaries, operators of clearing systems, and settlement
agents for the Exchange Bonds (including but not limited to the
Depository Trust Company, Clearstream Banking S.A.,
Euroclear Bank S.A./N.V. and the Euroclear System); (4)
trustee paying agents and transfer agents for the Exchange
Bonds (including but not limited to The Bank of New York
(Luxembourg) S.A. and The Bank of New York Mellon (including
but not limited to the Bank of New York Mellon (London)); and
(5) attorneys and other agents engaged by any of the foregoing
or the Republic in connection with their obligations under the
Exchange Bonds.
g. Nothing in this ORDER shall be construed to extend to the
conduct or actions of a third party acting solely in its capacity
as an intermediary bank, under Article 4A of the U.C.C. and
N.Y.C.L.S. U.C.C. 4-A-104, implementing a funds transfer in
connection with the Exchange Bonds.
h. Any non-party that has received proper notice of this ORDER,
pursuant to Rule 65(d)(2), and that requires clarification as to
6

Case 15-1047, Document 27, 05/11/2015, 1507447, Page161 of 366

its duties, if any, under this ORDR may make an application to


this Court, with notice to the Republic and NML. Such
clarification will be promptly provided.
i. Concurrently or in advance of making a payment on the
Exchange Bonds, the Republic shall certify to the Court and
give notice of this certification to its Participants, and to counsel
for NML, that the Republic has satisfied its obligations under
this ORDER to make a Ratable Payment to NML.
3.

NML shall be entitled to discovery to confirm the timing and

amounts of the Republics payments under the terms of the Exchange Bonds;
the amounts the Republic owes on these and other obligations; and such other
information as appropriate to confirm compliance with this ORDER;
4.

The Republic is permanently PROHIBITED from taking action to

evade the directives of this ORDER, render it ineffective, or to take any steps to
diminish the Courts ability to supervise compliance with the ORDER,
including, but not limited to, altering or amending the processes or specific
transfer mechanisms by which it makes payments on the Exchange Bonds,
without obtaining prior approval by the Court;
5.

This Court shall retain jurisdiction to monitor and enforce this

ORDER, and to modify and amend it as justice requires to achieve its equitable
purposes and to account for changing circumstances.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page162 of 366

York
Dated: New York, New
21 2012
November,

p Griesa
: t Judge
U.S. Dlstnc

!I USDCSDNY
.

, rrRONI

FILED

Case 15-1047, Document 27, 05/11/2015, 1507447, Page163 of 366

EXHIBIT J

Case 15-1047, Document 27, 05/11/2015, 1507447, Page164 of 366


PROSPECTUS SUPPLEMENT
(to Prospectus dated April 13, 2010)

The Republic of Argentina


Invites the Owners of each Series of Bonds
listed in Annexes A-1 and A-2 and related claims (collectively, the Eligible Securities) to submit offers
to exchange Eligible Securities for New Securities and, in certain cases, cash, on the terms and conditions described herein.
The aggregate Eligible Amount (as defined herein) of all Pre-2005 Eligible Securities (as defined herein) currently outstanding is
U.S.$18.3 billion, comprising U.S.$17.6 billion of principal and U.S.$0.7 billion of accrued but unpaid interest as of December 31, 2001,
based on currency exchange rates in effect on December 31, 2003.
For a discussion of risk factors that you should consider in evaluating the Invitation, see Risk Factors beginning on page S-53 of
this document and page 7 of the accompanying prospectus.
The Invitation will expire at 5:00 P.M. (New York City time) on June 7, 2010, unless extended or earlier terminated by
Argentina (such date and time, as the same may be extended, the Expiration Date).
Large Holders (as defined herein) electing the Discount Option (as defined herein) who validly tender their Eligible
Securities (1) by no later than 5:00 P.M. (New York City time) on May 12, 2010, unless extended (such date and time, as the same
may be extended, the Early Tender Deadline) will be eligible to receive the Total Consideration (as defined herein), or (2) after the
Early Tender Deadline but on or prior to the Expiration Date, will be eligible to receive the Consideration (as defined herein). Small
Holders (as defined herein) will be eligible to receive the Total Consideration even if their tenders are received after the Early Tender
Deadline, so long as they validly tender their Eligible Securities on or prior to the Expiration Date.
All tenders will be irrevocable and may not be withdrawn except under certain limited circumstances as described in this
document.
The New Securities, other than those governed by Argentine law, will contain provisions regarding acceleration (if applicable) and future
modifications to their terms. These provisions, which are commonly referred to as collective action clauses, are described in the sections entitled
Description of the SecuritiesDefault and Acceleration of Maturity and Description of the SecuritiesCollective Action Clauses on pages 20
and 21, respectively, of the accompanying prospectus. Under those provisions, modifications affecting certain reserved matters, including
modifications to payment and other important terms, may be made to a single series of New Securities, other than those governed by Argentine law,
with the consent of the holders of 75% of the aggregate principal or notional amount outstanding of that series, and to multiple series of New
Securities, other than those governed by Argentine law, with the consent of the holders of 85% of the aggregate principal or notional amount
outstanding of all affected series and 66% in aggregate principal or notional amount outstanding of each affected series.
This document, the accompanying prospectus and the related electronic acceptance notices and letters of transmittal are together referred to
as the Invitation Materials. The transactions contemplated by the Invitation Materials are referred to as the Invitation.
Prior to the termination of the Invitation, Argentina is offering U.S.$1,000,000,000 principal amount of global bonds due 2017 for cash.
We refer to this offering as the concurrent cash offering. The completion of the Invitation is conditioned on Argentinas receipt of the proceeds
from the concurrent cash offering and the other conditions described herein.
Application has been made to list each series of the New Securities on the Luxembourg Stock Exchange and to have the New Securities
admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange, and application will be made to list each series of the New
Securities on the Buenos Aires Stock Exchange and to have the New Securities admitted to trading on the Mercado Abierto Electrnico. See Plan
of Distribution.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the
contrary is a criminal offense.
(cover continues on next page)

Global Coordinator
Barclays Capital
International Joint Dealer Managers
Barclays Capital

Citi
The date of this prospectus supplement is April 28, 2010.

Deutsche Bank Securities

Case 15-1047, Document 27, 05/11/2015, 1507447, Page165 of 366


(cover page continued)
If you own Pre-2005 Eligible Securities, you can elect to receive either of the following combinations of New
Securities and, in the case of the Par Option, a cash payment, which we refer to as the Discount Option and the Par
Option, respectively:
Discount Option

Par Option

Discounts
2017 Globals and
GDP-linked Securities

Pars
Cash Payment and
GDP-linked Securities

If you own 2005 Eligible Securities, the New Securities that you receive will be a function of the option that you
elect (the Discount Option or the Par Option). You will not receive any 2017 Globals, cash payment or GDP-linked
Securities in the Invitation.
Series of 2005 Eligible
Securities Exchanged
2005 Discounts
2005 Pars
2005 Quasi-Pars

New Securities
in Discount Option
Discounts
Discounts
Discounts

New Securities
in Par Option
Pars
Pars
Pars

You may elect the Par Option for up to U.S.$50,000, 40,000, 30,000, Sfr.60,000, 5,000,000 or Ps. 150,000, as
the case may be, in outstanding principal amount of each series of Pre-2005 Eligible Securities or in Eligible Amount of
each series of 2005 Eligible Securities that you hold, but not more. We call this limit the Par Option Limit per Holder.
In addition, Argentina will not issue more than U.S.$2 billion (or its equivalent in other currencies) of Pars pursuant to the
Invitation and, therefore, tenders of Eligible Securities electing the Par Option may be subject to proration. To the extent
that a tender of Eligible Securities electing the Par Option is prorated, it will be reallocated to the Discount Option.
A series of Eligible Securities refers to each issue of Eligible Securities listed in Annexes A-1 and A-2 to this
document, all accrued interest thereon and all claims or judgments relating to Eligible Securities of that series. A series
of New Securities refers to each issue of Discounts, Pars, 2017 Globals and GDP-linked Securities described in this
document.
If you hold your Eligible Securities through a financial institution or intermediary, you may need to contact your
financial institution or intermediary in order to tender your Eligible Securities. Financial institutions or intermediaries
may impose their own deadlines for instructions to be received from investors in the Eligible Securities with respect to the
Invitation, which may be earlier than the Early Tender Deadline and Expiration Date for the Invitation set out above.
Investors holding the Eligible Securities through financial institutions or intermediaries should therefore contact their
financial institutions or intermediaries to ensure that they successfully tender their Eligible Securities.
If your tendered Eligible Securities are the subject of a pending administrative, litigation, arbitral or other legal
proceeding against Argentina or you have obtained or obtain in the future a payment order, judgment, arbitral award or
other such order against Argentina in respect of your tendered Eligible Securities, then as a condition to your participation
in the Invitation, you will be required to agree to terminate any legal proceeding against Argentina in respect of your
tendered Eligible Securities, release Argentina from all claims, including any administrative, litigation or arbitral claims,
and take extra steps and procedures in order to participate in the Invitation, as set out herein. The exchange will constitute
full performance and satisfaction by Argentina of any payment order, judgment, arbitral award or other such order you
have obtained, or may obtain in the future, against Argentina in respect of your tendered Eligible Securities.
In this document, references to we, our and us are to the Republic of Argentina, or Argentina.
References to you or your are to holders of Eligible Securities.
This document does not constitute an offer to tender, or the solicitation of an offer to tender, securities in any
jurisdiction where such offer or solicitation is unlawful. The distribution of this document in certain jurisdictions may be
restricted by law, and persons into whose possession this document comes are requested to inform themselves about and to
observe such restrictions.
The information agent for the Invitation is Georgeson S.r.l., which may be reached at the address and telephone
number specified on the back cover of this document. The information agent will operate the Invitation Website (as
defined herein), accept letters of transmittal in electronic form from tendering holders and answer questions from holders
regarding tender procedures.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page166 of 366

TABLE OF CONTENTS
Prospectus Supplement
Page
Introduction ..........................................................................................................................................................ii
Global Offering ....................................................................................................................................................iii
Certain Legal Restrictions ....................................................................................................................................v
Currency Exchange Rates.....................................................................................................................................vi
Glossary of Key Terms.........................................................................................................................................vii
Summary...............................................................................................................................................................1
Risk Factors ..........................................................................................................................................................53
Recent Developments ...........................................................................................................................................62
Terms of the Invitation .........................................................................................................................................63
Description of the New Securities ........................................................................................................................103
Clearance and Settlement .....................................................................................................................................117
Taxation................................................................................................................................................................120
Plan of Distribution ..............................................................................................................................................148
Jurisdictional Restrictions.....................................................................................................................................151
Forward-Looking Statements ...............................................................................................................................160
Validity of the New Securities..............................................................................................................................161
Annex A1 Pre-2005 Eligible Securities...........................................................................................................A-1
Annex A2 2005 Eligible Securities .................................................................................................................A-17
Annex B Principal Payment Schedule for U.S. dollar-denominated Discounts and Pars..................................B-1
Annex C1 Pre-2005 Eligible Securities: Additional Information ...................................................................C-1
Annex C2 2005 Eligible Securities: Additional Information..........................................................................C-16
Annex D Interest Payments on 2005 Discounts and 2005 Pars and Capitalized Interest on Discounts ............D-1
Annex E1 Tender Procedures: Eligible Securities Held by a Direct Participant .............................................E-1
Annex E2 Tender Procedures: Eligible Securities Held through a Securities Intermediary ............................E-2
Annex F1 Sample Calculations of Total Consideration and Consideration
for Pre-2005 Eligible Securities ......................................................................................................F-1
Annex F2 Sample Calculations of Total Consideration and Consideration
for 2005 Eligible Securities.............................................................................................................F-3
Annex G Sample Calculations Related to Payments on GDP-linked Securities ...............................................G-1
Annex H Form of Letter of Transmittal ............................................................................................................H-1
Prospectus
About this Prospectus ...........................................................................................................................................2
Forward-Looking Statements ...............................................................................................................................5
Data Dissemination...............................................................................................................................................5
Incorporation of Certain Documents by Reference ..............................................................................................6
Use of Proceeds ....................................................................................................................................................7
Risk Factors ..........................................................................................................................................................7
Description of the Securities.................................................................................................................................15
Taxation................................................................................................................................................................33
Plan of Distribution ..............................................................................................................................................35
Official Statements ...............................................................................................................................................37
Validity of the Securities ......................................................................................................................................37
Authorized Representative....................................................................................................................................37

-i-

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INTRODUCTION
We are responsible for the information contained in this document and the documents incorporated
herein by reference. We have not authorized anyone to give you any other information, and we take no
responsibility for any other information that others may give you. Neither the delivery of this document nor
any exchange made hereunder shall, under any circumstances, create any implication that there has been no
change in our condition since the date of this document.
Argentina is furnishing this document to you solely for use in the context of the Invitation and for
Luxembourg listing purposes.
Argentina is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon
judgments of courts or arbitral awards in the United States and other jurisdictions against Argentina.
The New Securities that Argentina issues to tendering holders of Eligible Securities in the United States are
being offered under Argentinas registration statement (file no. 333-163784) initially filed with the United States
Securities and Exchange Commission (the SEC) under Schedule B of the Securities Act of 1933, as amended (the
Securities Act), on December 16, 2009, and declared effective by the SEC on April 13, 2010.
The accompanying prospectus provides you with a general description of the securities that Argentina may
offer under its registration statement, and this document contains specific information about the terms of the
Invitation and the New Securities. This document also adds, updates or changes information provided in the
accompanying prospectus. Consequently, before you participate in the Invitation, you should read this document,
the accompanying prospectus and the Annual Report, together with the documents incorporated by reference and
described under Incorporation by Reference and General InformationWhere You Can Find More Information
in this document.
None of Argentina, the global coordinator, any international joint dealer manager, the information agent or
the exchange agent has expressed any opinion as to whether the terms of the Invitation are fair. In addition, none of
the clearing systems through which you may tender your Eligible Securities has expressed any opinion as to whether
the terms of the Invitation are fair. None of Argentina, the global coordinator, any international joint dealer
manager, the information agent or the exchange agent makes any recommendation that you tender your Eligible
Securities for exchange or refrain from doing so pursuant to the Invitation, and no one has been authorized by
Argentina, any international joint dealer manager, the information agent or the exchange agent to make any such
recommendation. You must make your own decision as to whether to tender Eligible Securities in exchange for
New Securities or refrain from doing so, and, if you do tender Eligible Securities, the principal amount of Eligible
Securities to tender and which of the Discount Option or the Par Option to elect.
All references in this document to the website relating to the Invitation (which we refer to as the Invitation
Website), are to the website created and maintained by the information agent, which can be accessed through the
Internet address http://www.argentina2010offer.com. These references are inserted as inactive textual references to
this uniform resource locator or URL and are for your informational reference only. Access to the Invitation
Website by holders in certain non-U.S. jurisdictions will be subject to certain restrictions in compliance with
exemptions from regulatory approval being relied on by Argentina in such jurisdictions. See Jurisdictional
Restrictions below. Information on the Invitation Website is not incorporated by reference in this document.
Argentina does not assume responsibility for the information that appears on the Invitation Website, other than the
Invitation Materials and other information that Argentina has authorized for display on the Invitation Website under
the information agent agreement.

-ii-

Case 15-1047, Document 27, 05/11/2015, 1507447, Page168 of 366

INCORPORATION BY REFERENCE
The SEC allows Argentina to incorporate by reference some information that Argentina files with the SEC.
Argentina can disclose important information to you by referring to these documents. The following documents are
considered a part of and incorporated by reference in this document and the accompanying prospectus:

Amendment No. 4 to Argentinas Annual Report on Form 18-K/A for the year ended December 31,
2008 (which includes certain information updated as of December 31, 2009), as filed with the SEC on
April 9, 2010, SEC file no. 033-70734 and

each amendment to the Annual Report on Form 18-K/A, and each subsequent Annual Report on Form
18-K and any amendment thereto on Form 18-K/A, filed on or after the date of this document and
before the Expiration Date.

We refer to Amendment No. 4 to Argentinas Annual Report as the Annual Report. Information that
Argentina files with the SEC in the form of any amendment to the Annual Report on Form 18-K/A, any subsequent
Annual Report on Form 18-K and any amendment thereto on Form 18-K/A filed on or after the date of this
document and before the Expiration Date will update and supersede earlier information that it has filed.
You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. You
may also read and copy these documents at the SECs public reference room in Washington, D.C.:
100 F Street, N.E.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information. In addition, electronic SEC filings of
Argentina are available to the public over the Internet at the SECs website at http://www.sec.gov.
GLOBAL OFFERING
The Invitation is being extended to holders of Eligible Securities in the United States on the basis of this
document and the accompanying prospectus, and in Luxembourg and certain Member States of the European
Economic Area (each, a Member State) that have implemented the Prospectus Directive (Directive 2003/71/EC)
(each, a Relevant Member State) on the basis of a separate prospectus dated April 27, 2010 (the PD Prospectus).
The Invitation will only be made in Italy in accordance with a separate offer document that is approved by
CONSOB pursuant to Article 102 Legislative Decree No. 58 of February 24, 1998 (the Italian Offer Document).
The Invitation is also being extended on the basis of this document and the accompanying prospectus, or on the
basis of the PD Prospectus, in certain jurisdictions where Argentina and the international joint dealer managers are
relying on exemptions from regulatory approval by the relevant authorities.
The Invitation being extended under this document and the accompanying prospectus, the invitations being
extended on the basis of the PD Prospectus and the Italian Offer Document constitute one and the same Invitation,
subject to the same terms and conditions (as set forth in this document), except as required by applicable law or as
otherwise noted in this document.
The Invitation is only being extended where offers and solicitations are permitted by law, and only in
accordance with the applicable laws, rules and regulations of the relevant jurisdiction.
No action has been or will be taken in any jurisdiction (except the United States and, subject to certain
conditions, Argentina, Austria, Germany, Italy, Luxembourg, the Netherlands, Spain, Switzerland and the United
Kingdom) that would permit a public offering of the New Securities, or the possession, circulation or distribution of
this document, the PD Prospectus or any Invitation Materials where action for that purpose is required.
Accordingly, the New Securities may not be offered, sold or exchanged, directly or indirectly, and neither this
document, the PD Prospectus, the Italian Offer Document nor any other offering material or advertisement in
connection with the Invitation may be distributed or published, in or from any such jurisdiction, except in
compliance with any applicable rules or regulations of any such country or jurisdiction. A holder outside the United
States may participate in the Invitation only as provided under Jurisdictional Restrictions.
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The Invitation follows the submission to Argentina in September 2008 by the Global Coordinator and
Arcadia Advisors (Arcadia) of an initial proposal to implement an exchange of Pre-2005 Eligible Securities. That
proposal was made on behalf of, and on the basis of expressions of interest from, a number of large international
institutional holders advised by Arcadia representing a substantial amount of Pre-2005 Eligible Securities (the
Initiating Holders). The legal and financial structure underpinning the proposal was originally designed and
discussed with one of the largest of the Initiating Holders by Arcadia in January 2008. Arcadia received additional
expressions of interest from other holders of Pre-2005 Eligible Securities and in March 2008, Arcadia invited the
Global Coordinator to join in the transaction and agreed to compensation terms on the basis of an exclusive
relationship between Arcadia and the Global Coordinator. That exclusive relationship is still in effect and applies to
the revised proposal that the Global Coordinator, submitted to Argentina in October 2009 with respect to Pre-2005
Eligible Securities. Argentina thereafter invited Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. to
act as Dealer Managers in conjunction with the Global Coordinator. Arcadia is a financial advisory firm providing
merger and acquisition, debt restructuring and capital raising advice. Arcadia has two partners, Emilio Ocampo and
Marcelo Etchebarne, with backgrounds in investment banking and corporate law, respectively. Mr. Ocampo has 20
years of experience in international finance and was for several years a managing director of Salomon Smith Barney
and Morgan Stanley in their New York and London offices, respectively. He has a degree in economics from the
University of Buenos Aires and an MBA from the University of Chicago. Mr. Etchebarne has extensive experience
in local and international capital markets and sovereign debt restructurings. He has law degrees from the Argentine
Catholic University and Harvard Law School, is a member of the New York State Bar Association and was an
international associate at Simpson Thacher & Bartlett in New York. Mr. Etchebarne is also a partner of the law firm
of Cabanellas, Etchebarne Kelly & Dell'Oro Maini, which is acting as local counsel to the Global Coordinator in
connection with the Invitation.
Invitation in Japan
The Invitation Materials have not been filed with or approved by the Kanto Local Finance Bureau.
Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan who wish to
participate in the Invitation should not refer to the Invitation Materials as a source of information or for instructions
on how to tender Eligible Securities. However, a securities registration statement will concurrently be filed with the
Kanto Local Finance Bureau and a prospectus in the Japanese language will be prepared in Japan in connection with
the offer in Japan. Residents of Japan holding Eligible Securities who wish to participate in the Invitation should
read such disclosure documents, not the Invitation Materials. See Jurisdictional Restrictions.
Subject to regulatory approval, Argentina intends to invite holders of certain Japanese yen-denominated
securities issued by Argentina (Samurai Bonds) to participate in an offer in Japan to occur concurrently with the
Invitation or as soon as practicable thereafter, to submit tenders to exchange their Samurai Bonds for new discount
bonds due 2033 or par bonds due 2038 denominated in yen, and other new securities, on terms that are substantially
the same as those of the Invitation, except that certain series of the new securities will be governed by Japanese law.
We refer to Argentinas invitation to holders of the Samurai Bonds as the offer in Japan. The details of the offer
in Japan will be set forth in a separate prospectus approved by the relevant regulatory authorities in Japan.
All calculations for purposes of determining whether the maximum aggregate principal amount of Pars has
been reached (as described under Terms of the InvitationLimitation on Issuance and Allocation of the Par
Option), will include par bonds due 2038 issued pursuant to the invitation in Japan. However, no amount of Pars
will be specifically reserved for purposes of the offer in Japan. Accordingly, should the expiration of the offer in
Japan not occur close enough to the Expiration Date of the Invitation to determine whether the maximum aggregate
principal amount of Pars has been reached, the Par Option might not be available for holders participating in such
offer, depending on the demand for Pars pursuant to the Invitation.
Similarly, the allocation of the Par Option in accordance with the procedures described under Terms of the
InvitationLimitation on Issuance and Allocation of the Par Option will encompass all tenders electing the Par
Option submitted in the Invitation and the offer in Japan, in each case after application of the Par Option Limit per
Holder (as defined below).

-iv-

Case 15-1047, Document 27, 05/11/2015, 1507447, Page170 of 366

CERTAIN LEGAL RESTRICTIONS


The distribution of the Invitation Materials and the transactions contemplated by the Invitation Materials
are restricted by law in certain jurisdictions. If the Invitation Materials come into your possession, you are required
by Argentina to inform yourself of and to observe all of these restrictions. The Invitation Materials do not
constitute, and may not be used in connection with, an offer or solicitation in any jurisdiction where offers or
solicitations are not permitted by law. Holders of Eligible Securities outside the United States and Luxembourg
should carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which
the Invitation Materials will be made available in such jurisdictions, as set forth under Jurisdictional Restrictions.
If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and any international
joint dealer manager or any affiliate of any international joint dealer manager is a licensed broker or dealer in that
jurisdiction, the Invitation shall be deemed to be made by such international joint dealer manager or such affiliate on
behalf of Argentina in that jurisdiction.
Until 40 days after the Early Announcement Date (as defined in SummarySummary Time
Schedule for the Invitation), all dealers effecting transactions in the New Securities in the United States,
whether or not participating in this distribution, may be required to deliver a copy of this document and the
accompanying prospectus.

-v-

Case 15-1047, Document 27, 05/11/2015, 1507447, Page171 of 366

CURRENCY EXCHANGE RATES


Several calculations relating to the Invitation will be performed using currency exchange rates in effect on
December 31, 2003, which we refer to as, in each case, the FX Rate 2003, while other calculations relating to the
Invitation will be performed using currency exchange rates in effect on April 21, 2010, which we refer to, in each
case, as the FX Rate Launch, or currency exchange rates in effect on the FX Determination Date (as defined below),
which we refer to, in each case, as the FX Rate 2010.
FX Rate 2003 and FX Rate Launch
The FX Rate 2003 and FX Rate Launch of selected currencies are set forth below:

Currency
Argentine pesos ..................
Swiss francs ........................
Euro ....................................
Pounds sterling....................
Japanese yen .......................

FX Rate 2003
(Rate per U.S.
(Euros per
dollar)
currency unit)
2.9175
1.2409
0.6400
0.7945
0.5599
1.4190
107.3900
0.0074

Source: Thomson Reuters

FX Rate Launch
(Rate per U.S.
dollar)
3.8671
1.0708
0.7469
0.6491
93.1300
Source: Bloomberg

For purposes of the Invitation, all exchange rates with respect to predecessor currencies to the euro will be
calculated by multiplying the relevant euro/U.S. dollar exchange rate by the fixed conversion rate of such
predecessor currency into the euro, as set forth in the table below, and rounding the resulting rate to 4 decimal
places.
Predecessor Currency
Deutsche mark............................................................................................
Italian lira ...................................................................................................
Austrian schilling .......................................................................................
Spanish peseta ............................................................................................

Rate per euro


1.95583
1936.2700
13.7603
166.3860

Source: European Central Bank

FX Rate 2010
The FX Rate 2010 per U.S. dollar for Argentine pesos, Swiss francs, the euro, Pounds sterling and
Japanese yen will be determined by the international joint dealer managers based on the bid-side price reported on
Bloomberg Page TKC1 (for currencies other than Argentine pesos) and Bloomberg Page TKC14 (for Argentine
pesos), or by any recognized quotation source selected by the international joint dealer managers in their sole and
absolute discretion if Bloomberg is not available or is manifestly erroneous, at or around 11:00 A.M. (New York
City time) on May 13, 2010, the business day after the Early Tender Deadline, or as soon as practicable thereafter,
unless Argentina has terminated the Invitation earlier; each such rate will be rounded to 4 decimal places. We refer
to this date as the FX Determination Date. The FX Determination Date may be postponed by Argentina for any
reason, including if the Early Tender Period is extended. The FX Rate 2010 for the conversion of predecessor
currencies to the euro into U.S. dollars will be determined by dividing the euro/U.S. dollar FX Rate 2010 by the
conversion rate for such predecessor currency set out in the immediately preceding table. The FX Rate 2010 for the
conversion of Swiss francs, pounds sterling and Japanese yen into euro will be determined by dividing the FX Rate
2010 per U.S. dollar for the relevant currency (rounded to 4 decimals, as described above) by the euro/U.S. dollar
FX Rate 2010 (rounded to 4 decimals), without further rounding of the resulting quotient.

-vi-

Case 15-1047, Document 27, 05/11/2015, 1507447, Page172 of 366

GLOSSARY OF KEY TERMS


Key Terms of the Invitation Applicable to all Tenders
The Brady Bonds are the Discount USD L + 0.8125% (BR) due 2023; Discount USD L + 0.8125% (RG)
due 2023; Par Bonds USD 6% (BR) due 2023; Par Bonds USD 6% (RG) due 2023; Discount DEM L + 0.8125%
Due 2023; and Par Bonds DEM 5.87% Due 2023.
A business day is (unless noted otherwise) any day that is not a Saturday or Sunday, and that is not a day
on which banking or trust institutions are authorized generally or obligated by law, regulation or executive order to
close in New York City or the City of Buenos Aires, and that is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business.
The cash payment is the amount to be paid in cash by Argentina to holders of Pre-2005 Eligible
Securities who elect and are allocated the Par Option, which is being made in respect of interest that would have
accrued on the Pars during the period from December 31, 2003 to but excluding September 30, 2009 (including
interest paid on September 30, 2009), if they had been outstanding during this period and at the same rate as the
2005 Pars of the applicable series.
The CER is the Coeficiente de Estabilizacin de Referencia, a unit of account whose value in pesos is
indexed to consumer price inflation in Argentina, as measured by changes in the consumer price index, or CPI.
The CER is published by the Central Bank of Argentina on a monthly basis.
The Consideration is, as applicable, (i) the consideration that you will receive if you elect the Discount
Option, are a Large Holder and you tender Pre-2005 Eligible Securities after the Early Tender Deadline, as
described under Terms of the InvitationDiscount OptionConsideration for Tenders After the Early Tender
Deadline by Large Holders of Pre-2005 Eligible Securities in Exchange for Discounts or (ii) the consideration that
you will receive if you elect the Discount Option, are a Large Holder and you tender your 2005 Eligible Securities
after the Early Tender Deadline, as described under Terms of the InvitationTerms of the Invitation Applicable
Only to Holders of 2005 Eligible SecuritiesConsideration for Tenders After the Early Tender Deadline by Large
Holders of 2005 Eligible Securities in Exchange for Discounts.
The Discount Option is (i) if you are a holder of Pre-2005 Eligible Securities, the combination of
Discounts, 2017 Globals and GDP-linked Securities, or (ii) if you are a holder of 2005 Eligible Securities, the
Discounts, that in each case you may elect to receive, or be allocated, as part of your consideration in exchange for
any Eligible Securities that you tender that are accepted by Argentina.
The Discounts are the discount bonds due December 2033 denominated in U.S. dollars, euros and pesos
to be issued by Argentina pursuant to the Invitation.
The Early Tender Deadline is 5:00 P.M. (New York City time) on May 12, 2010, the date on which the
early tender period ends, unless Argentina extends it.
An electronic acceptance notice is an electronic acceptance notice to be submitted by a holder of
Eligible Securities (if it is a direct participant in the relevant clearing system), or by a financial institution or other
intermediary on its behalf, to the principal clearing system through which such holder tenders its Eligible Securities.
The Eligible Amount in the case of Pre-2005 Eligible Securities, is an amount assigned to your Pre-2005
Eligible Securities intended to represent their outstanding principal amount as of December 31, 2001, plus accrued
but unpaid interest thereon up to but excluding December 31, 2001, as specified in Annex C-1 to this document. In
the case of 2005 Eligible Securities, the Eligible Amount is determined by dividing the original principal amount of
those 2005 Eligible Securities by the applicable divisor specified in column B of Annex C-2 to this document.
The Eligible Securities are the outstanding securities of Argentina that you may offer to exchange for
New Securities pursuant to the Invitation, and include the Pre-2005 Eligible Securities and the 2005 Eligible
Securities.
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The Expiration Date is June 7, 2010, the date on which the Invitation expires, unless Argentina extends it
or terminates the Invitation earlier as provided herein.
The FX Determination Date is May 13, 2010 (unless Argentina extends it), the date on which the
international joint dealer managers determine, and Argentina announces, the FX Rate 2010 for each relevant
currency.
FX Rate Launch is defined above under Currency Exchange Rates.
FX Rate 2003 is defined above under Currency Exchange Rates.
FX Rate 2010 is defined above under Currency Exchange Rates.
The GDP-linked Securities are the GDP-linked securities expiring no later than December 2035
denominated in U.S. dollars, euros and pesos to be issued by Argentina pursuant to the Invitation.
The Invitation Website is the website created and maintained by the information agent, which can be
accessed through the Internet address http://www.argentina2010offer.com.
A Large Holder is any holder whose tendered Eligible Securities of all series have, in the aggregate, an
outstanding principal amount equal to or greater than U.S.$1,000,000 or the equivalent in other currencies, using the
FX Rate Launch.
A letter of transmittal includes (a) each letter of transmittal, in substantially the form of Annex H to this
document, to be completed and submitted to the information agent in electronic form through the Invitation Website,
and (b) each paper letter of transmittal to be completed and signed by or on behalf of beneficial owners located in
Germany.
The New Securities are, collectively, the Discounts, the Pars, the 2017 Globals and the GDP-linked
Securities to be issued by Argentina pursuant to the Invitation.
The notional amount of GDP-linked Securities to be issued to a holder of Pre-2005 Eligible Securities
tendered and accepted by Argentina in the Invitation will be the Eligible Amount of such Pre-2005 Eligible
Securities, or the equivalent thereof in the currency in which such GDP-linked Securities are denominated using the
applicable FX Rate 2003. The notional amount will be used for purposes of calculating the payments, if any, to be
made on the GDP-linked securities, but there are no principal payments in respect of the GDP-linked Securities.
The original principal amount of any Discounts, Pars, 2005 Discounts, 2005 Pars or 2005 Quasi-Pars
refers to their original principal amount on their date of issuance without taking into account any adjustments to the
principal amount of Discounts, 2005 Discounts or 2005 Quasi-Pars in respect of capitalized interest or any
adjustments to the principal amount of 2005 Eligible Securities, Discounts or Pars denominated in Argentine pesos
in respect of Argentine inflation based on the CER on or after December 31, 2003.
The Pars are the par bonds due December 2038 denominated in U.S. dollars, euros and pesos to be
issued by Argentina pursuant to the Invitation.
The Par Option is (i) if you are a holder of Pre-2005 Eligible Securities, the combination of Pars, a cash
payment and GDP-linked Securities, or (ii) if you are a holder of 2005 Eligible Securities, the Pars, that in each case
you may elect to receive, to the extent that you are allocated Pars as part of your consideration, in exchange for any
Eligible Securities that you tender that are accepted by Argentina.
The Par Option Maximum is U.S.$2 billion or its equivalent in other currencies, using the applicable FX
Rate 2010.

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The Par Option Limit per Holder is the limit of U.S.$50,000, 40,000, 30,000, Sfr.60,000, 5,000,000
or Ps. 150,000, as the case may be, in outstanding principal amount of each series of Pre-2005 Eligible Securities or
in Eligible Amount of each series of 2005 Eligible Securities as to which you may elect the Par Option.
The Pre-2005 Eligible Securities means all Eligible Securities issued prior to January 1, 2005. The Pre2005 Eligible Securities are listed in Annex A-1 to this document. The Pre-2005 Eligible Securities do not include
the Brady Bonds.
The principal clearing systems are the clearing systems through which Eligible Securities may be
tendered pursuant to the Invitation. They are: Caja de Valores S.A., which we refer to as Caja de Valores,
Clearstream Banking AG, Clearstream Banking, socit anonyme, which we refer to as Clearstream, Luxembourg,
Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as Euroclear, Iberclear, Monte
Titoli S.p.A., Oesterreichische Kontrollbank AG, which we refer to as OEKB, and SIS AG, which we refer to as
SIS.
A Small Holder is any holder of Eligible Securities who is not a Large Holder.
The Submission Period is the period from May 3, 2010 to June 7, 2010 during which the Invitation is
open, unless Argentina extends it or terminates the Invitation earlier as provided herein.
The Total Consideration is, as applicable, (a) the consideration that you will receive if you are (i) a Large
Holder and you tender Pre-2005 Eligible Securities prior to the Early Tender Deadline and elect the Discount
Option, (ii) a Large Holder and you tender Pre-2005 Eligible Securities and you elect the Par Option but are
allocated the Discount Option, or (iii) a Small Holder and you tender Pre-2005 Eligible Securities and you elect or
are allocated the Discount Option, as described under Terms of the InvitationDiscount OptionTotal
Consideration for Tenders of Pre-2005 Eligible Securities in Exchange for Discounts, (b) the consideration that you
will receive if you elect, and to the extent that you are allocated, the Par Option with respect to any of your Pre-2005
Eligible Securities as described under Terms of the InvitationPar OptionTotal Consideration for Tenders of
Pre-2005 Eligible Securities in Exchange for Pars, (c) the consideration that you will receive if you are (i) a Large
Holder and you tender 2005 Eligible Securities prior to the Early Tender Deadline and you elect the Discount
Option, (ii) a Large Holder and you tender 2005 Eligible Securities and you elect the Par Option but are allocated
the Discount Option or (iii) a Small Holder and you tender 2005 Eligible Securities and you elect or are allocated the
Discount Option, as described under Terms of the InvitationTerms of the Invitation Applicable Only to Holders
of 2005 Eligible SecuritiesTotal Consideration for Tenders of 2005 Eligible Securities in Exchange for
Discounts, or (d) the consideration that you will receive if you elect, and to the extent that you are allocated, the Par
Option with respect to any of your 2005 Eligible Securities, as described under Terms of the InvitationTerms of
the Invitation Applicable Only to Holders of 2005 Eligible SecuritiesTotal Consideration for Tenders of 2005
Eligible Securities in Exchange for Pars.
The 2005 Discounts are the discount bonds due December 2033 denominated in U.S. dollars, euros and
pesos, each of which is referred to as a separate series of 2005 Discounts, issued by Argentina in its 2005
exchange offer and the discount bonds due December 2033 denominated in pesos issued by Argentina for cash
subsequent to the 2005 exchange offer.
The 2005 Eligible Securities are, collectively, the 2005 Discounts, 2005 Pars and 2005 Quasi-Pars. The
2005 Eligible Securities are listed in Annex A-2 to this document.
The 2005 GDP-linked Securities are the GDP-linked securities expiring no later than December 2035
denominated in U.S. dollars, euros or pesos issued by Argentina pursuant to its 2005 exchange offer.
The 2005 Pars are the par bonds due December 2038 denominated in U.S. dollars, euros and pesos, each
of which is referred to as a separate series of 2005 Pars, issued by Argentina in its 2005 exchange offer.
The Annual Report is Amendment No. 4 to Argentinas Annual Report on Form 18-K/A for the year
ended December 31, 2008 (which includes certain information updated as of December 31, 2009), as filed with the
SEC on April 9, 2010, SEC file no. 033-70734.
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The 2017 Argentine Law Differential is 1.36%, which represents the average difference between the
yield of the 2005 Discounts denominated in U.S. dollars governed by Argentine law and the yield of the 2005
Discounts denominated in U.S. dollars governed by New York law, during the three-year period ending on February
17, 2010, as calculated by Argentina.
The 2017 Globals are the global bonds due 2017 to be issued by Argentina pursuant to the Invitation.
The 2017 Globals Discount Rate, which may be used to calculate the 2017 Globals Issue Price, means
the difference of (x) the interpolation of the mid-market yields of each of the 2017 Globals Reference Securities,
calculated on a straight-line basis to the average life of each such security at or around 3:00 P.M. (New York City
time) on the business day after the Early Tender Deadline, as determined by Argentina, minus (y) the 2017
Argentine Law Differential (1.36%).
The 2017 Globals Issue Price is the issue price (expressed as a decimal) of the global bonds due 2017
sold in the concurrent cash offering or, if Argentina does not sell global bonds due 2017 in the concurrent cash
offering and waives the Financing Condition, the price (expressed as a decimal) of the 2017 Globals resulting from
the calculation by Argentina of the sum of the present values of all scheduled interest and principal payments of the
2017 Globals, discounted to the Early Settlement Date using the 2017 Globals Discount Rate, and rounded, if
necessary, to 4 decimal places.
The 2017 Globals Reference Securities are the Bonar VII Bond due September 12, 2013 and the Bonar X
Bond due April 17, 2017.
The 2017 Globals Maturity Date will be on or about the seventh anniversary of the Early Settlement
Date.
Key Terms of the Invitation Applicable Only to Tenders of 2005 Eligible Securities
The Deemed Reinvestment Rate means, for each Reinvestment Period, (i) with respect to the
reinvestment of payments received in U.S. dollars, the London interbank offered rate for six-month deposits in U.S.
dollars (LIBOR), as shown on Bloomberg US006M Index <GO>, (ii) with respect to the reinvestment of
payments received in euro, the six-month EURIBOR rate, as shown on Bloomberg EU0006M Index <GO>, or
(iii) with respect to the reinvestment of payments received in pesos, the rate for one-month deposits in pesos in an
amount greater than Ps. 1.0 million (BADLAR), as shown on Bloomberg BADLARP Index <GO>, in each case
on the first day of such Reinvestment Period.
Reinvestment Period means, with respect to any payment of interest on 2005 Discounts or 2005 Pars or
any payment on the 2005 GDP-linked Securities, the period beginning on and including the date on which such
payment was due to be made and ending on but excluding the date falling six months thereafter, and each
subsequent period beginning on and including the last day of the previous Reinvestment Period and ending on but
excluding the date falling six months thereafter. The final Reinvestment Period for each such payment shall end on
but exclude December 31, 2009.
The 2005 Eligible Securities Price Determination Procedure is the procedure by which the exchange
agent will calculate, and Argentina will confirm, the 2005 Discounts Trading Price and 2005 Pars Trading Price,
based on quotations received by Argentina, which in turn will be based on quotations received from five leading
international securities dealers selected by Argentina (but excluding the international joint dealer managers) for the
bid and offer prices of such securities, at the designated time on the designated day, such quoted price to be
expressed as a percentage of the original principal amount of such securities and to include any amount payable in
respect of (i) accrued interest on the 2005 Discounts or 2005 Pars, (ii) the adjustments made to the principal amount
of the 2005 Discounts in respect of capitalized interest from December 31, 2003 and (iii) in the case of pesodenominated 2005 Discounts or 2005 Pars, the adjustments made to the principal amount of the 2005 Discounts or
2005 Pars in respect of Argentine inflation, based on the CER, from December 31, 2003. The exchange agent will
determine the applicable trading price by calculating the average of the single best (highest) bid price and single best
(lowest) offer price from all such quotations (rounding, if necessary, the resulting price to 4 decimal places).

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The 2005 Discounts Trading Price is, for each series of 2005 Discounts, the trading price (expressed as a
decimal) of the 2005 Discounts of such series denominated in U.S. dollars, euros and pesos, as calculated by the
exchange agent using the 2005 Eligible Securities Price Determination Procedure, at or around 3:00 P.M. (New
York City time) on the second business day after the Early Tender Deadline.
The 2005 Pars Trading Price is, for each series of 2005 Pars, the trading price (expressed as a decimal)
of the 2005 Pars of such series denominated in U.S. dollars, euros and pesos, as calculated by the exchange agent
using the 2005 Eligible Securities Price Determination Procedure, at or around 3:00 P.M. (New York City time) on
the business day after the Expiration Date.
The 2005 Quasi-Pars are the quasi-par bonds due December 2045 denominated in pesos issued by
Argentina in its 2005 exchange offer.

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SUMMARY
This summary highlights information contained elsewhere in this document. It is not complete and may
not contain all the information that you should consider before tendering Eligible Securities in exchange for New
Securities. You should read this document in its entirety, including the Risk Factors section, and the
accompanying prospectus carefully.
Summary Time Schedule for the Invitation
The following summarizes the anticipated time schedule for the Invitation assuming, among other things,
that the Early Tender Deadline and the Expiration Date are not extended and that the Invitation is not earlier
terminated.
April 30, 2010.................................................. Commencement
Invitation commences. Announcement of the terms of the Invitation.
May 3, 2010, through June 7, 2010 ................. Submission Period (unless extended or earlier terminated)
The Invitation is open during this period, unless Argentina extends it
or terminates it earlier as provided herein. We refer to this time
period as the Submission Period. Tendering holders of Eligible
Securities may submit tenders by delivering, or giving instructions
for delivery of, electronic acceptance notices and letters of
transmittal as described in this document. Once electronic
acceptance notices are submitted, tenders will be irrevocable, except
under certain limited circumstances as described in this document.
See Risk FactorsRisk Factors Relating to the InvitationRisks
of Participating in the Invitation, Terms of the
InvitationIrrevocability; Limited Withdrawal Rights and Terms
of the InvitationTender Procedures.
Argentina has divided the Submission Period into two periods: an
early tender period, comprising the first eight business days of the
Submission Period (unless extended), and a late tender period,
comprising the remainder of the Submission Period. If you are a
Large Holder electing the Discount Option and wish to receive the
Total Consideration, your duly completed electronic acceptance
notice must be received by the principal clearing system through
which you tender your Eligible Securities (which does not include
The Depository Trust Company, which we refer to as DTC), and a
letter of transmittal in electronic form must be received by the
information agent, by no later than 5:00 P.M. (New York City time)
on May 12, 2010 (unless the early tender period is extended). We
refer to this date and time as the Early Tender Deadline. A Small
Holder will be eligible to receive the Total Consideration even if its
tender is received after the Early Tender Deadline, so long as the
holder (if it is a direct participant in the relevant clearing system), or
an intermediary on its behalf, validly submits an electronic
acceptance notice and letter of transmittal in electronic form with
respect to that tender on or prior to the end of the Submission Period.
A Large Holder for this purpose and as used elsewhere in this
document (unless noted otherwise) is any holder whose tendered
Eligible Securities of all series have, in the aggregate, an outstanding
principal amount equal to or greater than U.S.$1,000,000 or the
equivalent in other currencies, using the applicable FX Rate Launch,
and a Small Holder is a holder that is not a Large Holder.

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5:00 P.M. (New York City time), May 12,
Early Tender Deadline (unless extended)
2010 .................................................................
The early tender period ends, unless Argentina extends it. If you are
a Large Holder electing the Discount Option, you will not be eligible
to receive the Total Consideration unless your duly completed
electronic acceptance notice, letter of transmittal in electronic form
and any other required documents are received by this date and time,
but you will be eligible to receive the Consideration (as defined
herein).
At or around 11:00 A.M. (New York City
time), May 13, 2010 ....................................... FX Determination Date (unless extended)
The international joint dealer managers determine, and shortly
thereafter Argentina announces, the FX Rate 2010 for each relevant
currency.
At or around 3:00 P.M. (New York City
time), May 14, 2010 ....................................... Calculation of 2017 Globals Issue Price and 2005 Discounts
Trading Price (unless extended)
Argentina calculates the 2017 Globals Issue Price and the exchange
agent calculates the 2005 Discounts Trading Price.
At or around 6:00 P.M. (New York City
time), May 17, 2010, or as soon as
practicable thereafter ....................................... Early Announcement (unless postponed or early tender period is
extended or earlier terminated)
Unless it has terminated the Invitation earlier, Argentina will
determine in its sole discretion whether to accept tenders submitted
by the Early Tender Deadline and announce the preliminary results
of the Invitation, including the aggregate principal amount of each
series of New Securities to be issued on the Early Settlement Date
(as defined herein). We refer to this date as the Early
Announcement Date. The Early Announcement Date may be
postponed by Argentina for any reason, including if the early tender
period is extended.
Argentina will also announce the 2017 Globals Maturity Date, the
interest payment dates for the 2017 Globals, the 2017 Globals Issue
Price, the principal amount of 2017 Globals that it expects to sell in
the concurrent cash offering described herein, and the definitive
calculation (subject to rounding) (per U.S.$1,000, 1,000, 1,000,
Sfr.1,000, 100,000 and Ps. 1,000 of Eligible Amount of Eligible
Securities) of the Total Consideration and Consideration deliverable
upon the exchange of Pre-2005 Eligible Securities or 2005 Eligible
Securities under the Discount Option, after deduction of the
international joint dealer managers fee applicable to the exchange of
Pre-2005 Eligible Securities pursuant to the Discount Option.
Argentina expects that trading in New Securities on a when-and-if
issued basis will commence following the Early Announcement
Date. However, there can be no assurances that this will occur.

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On or about June 2, 2010, or as soon as
practicable thereafter ....................................... Early Settlement of the Discount Option (unless postponed or early
tender period is extended or earlier terminated)
If you elect the Discount Option with respect to any Eligible
Securities that you (as a Large Holder or a Small Holder) tender
prior to the Early Tender Deadline, those Eligible Securities will first
be cancelled and then you will receive in exchange any New
Securities to which you are entitled. If necessary, the Early
Settlement may occur over a period of up to seven business days.
We refer to this date, or these dates, if multiple business days are
necessary, as the Early Settlement Date. The length of the Early
Settlement Date will have no effect on the New Securities that you
may receive in the Invitation.
If you elect the Par Option with respect to any of your Eligible
Securities, your settlement with respect to those Eligible Securities
will occur on the Final Settlement of the Invitation, whether or not
you are allocated Pars or your tender is subject to proration and even
if you tendered your Eligible Securities before the Early Tender
Deadline.
5:00 P.M. (New York City time),
June 7, 2010..................................................... Expiration (unless Submission Period is extended or earlier
terminated)
The Submission Period ends and the Invitation expires, unless
Argentina extends it or terminates the Invitation earlier as provided
herein. After this date, you may no longer submit tenders. We refer
to this date as the Expiration Date.
At or around 3:00 P.M. (New York City
time), on June 8, 2010, or as soon as
practicable thereafter ....................................... Calculation of the 2005 Pars Trading Price (unless extended)
The exchange agent calculates the 2005 Pars Trading Price.
At or around 6:00 P.M. (New York City
time), on June 15, 2010, or as soon as
practicable thereafter ....................................... Final Announcement (unless postponed or Submission Period is
extended or earlier terminated)
Unless it has terminated the Invitation earlier, Argentina will
announce the final results of the Invitation, including the aggregate
principal amount of each series of New Securities to be issued, and
the amount of the cash payment to be made to holders of Pre-2005
Eligible Securities who elect and are allocated the Par Option on the
Final Settlement Date (as defined below) and details as to any
proration applicable to holders electing the Par Option. We refer to
this date as the Final Announcement Date. The Final
Announcement Date may be postponed by Argentina for any reason,
including if the Submission Period is extended.
Argentina will also announce the 2005 Pars Trading Price and the
definitive calculation (subject to rounding) (per U.S.$1,000, 1,000,
1,000, Sfr.1,000, 100,000 and Ps. 1,000 of Eligible Amount of
Eligible Securities) of the Total Consideration deliverable upon the
exchange of Pre-2005 Eligible Securities or 2005 Eligible Securities
under the Par Option, after deduction of the international joint dealer
managers fee applicable to the exchange of Pre-2005 Eligible
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Securities pursuant to the Par Option.
On or about August 2, 2010, or as soon as
practicable thereafter ....................................... Final Settlement (unless postponed or Submission Period is
extended or earlier terminated)
Eligible Securities (i) as to which you elect the Discount Option and
you tender prior to the Expiration Date but after the Early Tender
Deadline or (ii) as to which you elect the Par Option (whether or not
you are allocated Pars or your tender is subject to proration) and you
tender prior to the Expiration Date will first be cancelled and then
you will receive in exchange any New Securities and cash payments,
if any, to which you are entitled. If necessary, the settlement may
occur over a period of up to ten business days. We refer to this date,
or these dates, if multiple business days are necessary, as the Final
Settlement Date. The length of the Final Settlement Date will have
no effect on the New Securities that you may receive in the
Invitation.
Announcements with respect to the Invitation (including announcements with respect to the termination,
extension, withdrawal or amendment of the Invitation) will be made on the Invitation Website, on the website of the
Luxembourg Stock Exchange (http://www.bourse.lu), by press release issued to Bloomberg News and Thomson
Reuters News Service, which we refer to as the news services, followed in certain cases by publication in a
newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort or the Tageblatt)
and through publication in the form and manner required in certain jurisdictions outside the United States.

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Terms of the Invitation


General ........................................... Argentina is inviting holders of Eligible Securities to submit offers to tender
their Eligible Securities in exchange for newly issued New Securities and, in
certain cases, a cash payment, on the terms and subject to the conditions set
forth in this document and the related electronic acceptance notices. To
satisfy Argentinas obligations under the Rights Upon Future Offers
provisions in the Eligible Securities issued by Argentina in its 2005
exchange offer, we are offering holders of our 2005 Eligible Securities the
right to participate in the Invitation, subject to the overall terms and
objectives of the Invitation as set out herein.
Purpose of the Invitation............... To restructure and cancel defaulted debt obligations of Argentina
represented by Pre-2005 Eligible Securities, to release Argentina from any
related claims, including any administrative, litigation or arbitral claims and
to terminate legal proceedings against Argentina in respect of the tendered
Eligible Securities in consideration for the issuance of New Securities and,
in certain cases, a cash payment. If your tendered Eligible Securities are the
subject of a pending administrative, litigation, arbitral or other legal
proceeding against Argentina or you have obtained, or obtain in the future, a
payment order, judgment, arbitral award or other such order against
Argentina in respect of your tendered Eligible Securities, then as a condition
to your participation in the Invitation, you will be required to agree to
terminate any legal proceeding against Argentina in respect of your tendered
Eligible Securities, release Argentina from all claims, including any
administrative, litigation or arbitral claims, and take extra steps and
procedures in order to participate in the Invitation, as discussed under
Terms of the InvitationTender ProceduresSpecial Procedures for
Eligible Securities Subject to Outstanding Judgments or Pending Legal or
Arbitral Proceedings. The exchange will constitute full performance and
satisfaction by Argentina of any payment order, judgment, arbitral award or
other such order you have obtained, or may obtain in the future, against
Argentina in respect of your tendered Eligible Securities.
Acceptance...................................... Argentina reserves the right not to accept tenders in its sole discretion, if
and to the extent permitted by applicable laws, rules and regulations in each
jurisdiction where Argentina is making the Invitation. Argentinas
acceptance of tenders will be subject to the satisfaction or waiver of the
financing, cancellation and other conditions described below under
Financing Condition, Cancellation Condition, and Other
Conditions to the Invitation respectively.
If Argentina accepts your tender, your Eligible Securities will first be
cancelled and then you will receive in exchange, by credit to the same
account at a principal clearing system from which your Eligible Securities
are tendered, the New Securities and, if applicable, the cash payment, to
which you are entitled. If your Eligible Securities are tendered through a
principal clearing system that is not the primary clearing system for the New
Securities that you are entitled to receive, your New Securities will be
credited first to the account of your principal clearing system at such
primary clearing system and then the principal clearing system will transfer
the New Securities to your account. The primary clearing systems for all
New Securities governed by New York or English law are Clearstream,
Luxembourg and Euroclear and the primary clearing system for all New
Securities governed by Argentine law is Central de Registro y Liquidacin
de Pasivos Pblicos y Fideicomisos Financieros, which we refer as
CRYL. If Argentina elects to accept any tenders, it will announce the
preliminary and final results of the Invitation, including the aggregate
amount of each series of New Securities to be issued, at or around 5:00 P.M.
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(New York City time), on the Early Announcement Date and on the Final
Announcement Date, respectively.
Termination; Amendments........... At any time before Argentina announces the acceptance of any tenders on
the Early Announcement Date or the Final Announcement Date, as
applicable, Argentina may, in its sole discretion and to the extent permitted
by the applicable laws, rules and regulations in each jurisdiction where
Argentina is making the Invitation:

terminate the Invitation (including with respect to tenders submitted


prior to the time of the termination);

extend the Invitation past the originally scheduled Early Tender


Deadline or Expiration Date, as applicable;

withdraw the Invitation from any one or more jurisdictions; or

amend the Invitation, including amendments in any one or more


jurisdictions.

Announcements in connection with the Invitation (including announcements


with respect to the termination, extension, withdrawal or amendment of the
Invitation) will be displayed on the Invitation Website, on the website of the
Luxembourg Stock Exchange (http://www.bourse.lu) and, to the extent
provided in this document, issued by press release to the news services.
In addition, Argentina reserves the right to extend or delay the Early
Settlement Date or the Final Settlement Date, to terminate the Invitation
after the Early Announcement Date or the Final Announcement Date or to
modify the settlement procedures in any way if:

any court order or judgment is issued, or any legal proceedings are


commenced with the purpose of preventing the cancellation of the
Eligible Securities tendered, attaching payments to Argentina in
connection with Argentinas concurrent cash offering, attaching or
enjoining the New Securities, impeding or attaching the cash payments
pursuant to the Invitation or payments under the New Securities,
preventing the release of claims, including any administrative, litigation
or arbitral claims, preventing the termination of pending administrative,
litigation, arbitral or other legal proceedings against Argentina in
respect of the tendered Eligible Securities, preventing the satisfaction of
any payment order, judgment, arbitral award or other such order against
Argentina in respect of the tendered Eligible Securities, or otherwise
having the effect of frustrating the purposes of the Invitation; or

Argentina, in its sole discretion and to the extent permitted by


applicable laws, rules and regulations, determines that such extension,
delay, termination or modification is in the best interests of Argentina
or the holders of Eligible Securities seeking to participate in the
Invitation, in light of any court order, judgment or pending
administrative, litigation, arbitral or other legal proceedings against
Argentina.

Options............................................ Subject to the terms and conditions of the Invitation described in this
document, you may elect either the Discount Option or the Par Option
in exchange for any Eligible Securities that you tender that are accepted by
Argentina. In the circumstances discussed under Limitation on Issuance
of Pars and Allocation of the Par Option, you may be allocated the
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Discount Option even if you have elected to receive the Par Option. We
summarize certain key differences between the Discount Option and the Par
Option below.
Holders of Pre-2005 Eligible Securities that elect the Discount Option will
receive a principal amount of Discounts equal to 33.7% of the Eligible
Amount of the Eligible Securities they tender, whereas holders electing (and
to the extent they are allocated) the Par Option will receive Pars in a
principal amount equal to 100% of the Eligible Amount of their tendered
Eligible Securities, adjusted, if the tendered Eligible Securities are
denominated in a currency different from the Discounts or Pars received, by
the applicable FX Rate 2003. The Discounts mature in 2033, five years
earlier than the final maturity of the Pars (2038). The Discounts accrue
interest at a higher rate than the Pars, although a portion of this interest is
capitalized until December 31, 2013. Holders of Pre-2005 Eligible
Securities electing the Discount Option will receive, in payment of the
interest that would have accrued and been payable in cash on the Discounts
with respect to the period from December 31, 2003 to but excluding
December 31, 2009 if the Discounts had been issued as of December 31,
2003, U.S. dollar-denominated 2017 Globals as part of their Total
Consideration or Consideration, whereas holders of Pre-2005 Eligible
Securities who elect and are allocated the Par Option will receive on the
Final Settlement Date a cash payment in the currency in which the Pars they
receive are denominated, in payment of the interest that would have accrued
on the Pars with respect to the period from December 31, 2003 to but
excluding September 30, 2009 if the Pars had been issued as of December
31, 2003. The principal amount of 2017 Globals to be issued in the
Discount Option will be greater than the cash payment in the Par Option
with respect to the same Eligible Amount of Eligible Securities because of
the interest rate differential between the Discounts and the Pars during the
interest accrual periods referred to above, but the 2017 Globals will mature
only after seven years, whereas the cash payment in the Par Option will be
made on the Final Settlement Date. Holders of Pre-2005 Eligible Securities
will receive the same notional amount of GDP-linked Securities, regardless
of whether they elect or are allocated the Discount Option or the Par Option.
You may elect the Par Option for up to U.S.$50,000, 40,000, 30,000,
Sfr.60,000, 5,000,000 or Ps. 150,000, as the case may be, in outstanding
principal amount of each series of Pre-2005 Eligible Securities, or in
Eligible Amount of each series of 2005 Eligible Securities, that you hold but
not more. We call this limit the Par Option Limit per Holder. If your
tender exceeds the Par Option Limit per Holder, your election of the Par
Option will be invalid with respect to such excess, and you will be deemed
to have elected the Discount Option with respect to such excess. If a direct
participant tenders Eligible Securities on behalf of more than one beneficial
owner in the same electronic acceptance notice, and each such beneficial
owner is separately identified in one or more letters of transmittal in
electronic form submitted to the information agent by the underlying
financial intermediaries, the Par Option Limit per Holder will be applied
separately for each beneficial owner tendering Eligible Securities.
Argentina and the information agent have agreed that they will maintain the
confidentiality of the information contained in the letter(s) of transmittal
relating to the identity of the beneficial owners and any administrative,
litigation, arbitral or other legal proceedings against Argentina relating to
the Eligible Securities tendered, and to store, process and use the data
contained in such letter(s) of transmittal only to the extent required for the
settlement of the Invitation, for litigation reconciliation purposes or for the
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Common Terms of the New Securities


The following terms will apply to all New Securities, except as otherwise noted:
Issuer................................................ The Republic of Argentina
Securities Offered ........................... Discount Bonds due December 31, 2033:

U.S. dollar-denominated Discounts governed by New York law;


U.S. dollar-denominated Discounts governed by Argentine law;
Euro-denominated Discounts governed by English law; and
Peso-denominated Discounts governed by Argentine law.

Global Bonds due 2017:

U.S. dollar-denominated 2017 Globals governed by New York


law.

Par Bonds due December 31, 2038:

U.S. dollar-denominated Pars governed by New York law;


U.S. dollar-denominated Pars governed by Argentine law;
Euro-denominated Pars governed by English law; and
Peso-denominated Pars governed by Argentine law.

GDP-linked Securities:

GDP-linked Securities expiring no later than December 15,


2035. Each GDP-linked Security issued in exchange for any
Pre-2005 Eligible Securities will be denominated in the same
currency, and governed by the same law, as the Discounts or
Pars issued in exchange for the same Pre-2005 Eligible
Securities.

The terms of the New Securities are described in greater detail under
Description of the New Securities in this document.
Listing and Admission to
Trading ............................................ Application has been made to list each series of New Securities on the
Luxembourg Stock Exchange and to have the New Securities admitted to
trading on the Euro MTF market of the Luxembourg Stock Exchange,
and application will be made to list each series of New Securities on the
Buenos Aires Stock Exchange and to have the New Securities admitted to
trading on the Mercado Abierto Electrnico.
Claim to Full Principal................... The Discounts, Pars and 2017 Globals will represent a claim to their full
principal amount at maturity (plus accrued but unpaid interest) or upon
earlier acceleration in accordance with the terms thereof (as described
under Description of the SecuritiesDefault and Acceleration of
Maturity in the accompanying prospectus). There is no principal
payable in respect of the GDP-linked Securities.
Redemption ..................................... The New Securities will not be redeemable before maturity (although the
Discounts and Pars provide for amortization payments before final
maturity and the GDP-linked Securities may expire early as described
below) and will not be entitled to the benefit of any sinking fund.
Nevertheless, Argentina may at any time purchase the New Securities
and hold or resell them or surrender them to the U.S.-European trustee for
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cancellation.
Rights Upon Future Offers ............ If following the expiration of the Invitation until December 31, 2014,
Argentina voluntarily makes an offer to purchase or exchange or solicits
consents to amend any Pre-2005 Eligible Securities not tendered or
accepted pursuant to the Invitation (other than an offer on terms
substantially the same as, or less favorable than, the Invitation),
Argentina will take all steps necessary so that each holder of Discounts or
Pars will have the right, for a period of at least 30 calendar days
following the announcement of such offer, to exchange any of such
holders Discounts or Pars for the consideration in cash or in kind
received in connection with such purchase or exchange offer or securities
having terms substantially the same as those resulting from such
amendment process, in each case in accordance with the terms and
conditions of such offer to purchase, exchange offer or amendment
process. The right of tendering holders to participate in any such
transaction is subject to certain conditions described under Description
of the New SecuritiesRights Upon Future Offers.
Denomination .................................. The New Securities will be issued in denominations of one unit of the
currency in which they are denominated and integral multiples thereof.
Form and Settlement ...................... Argentina will issue each of the New Securities in the form of one or
more global securities in fully registered form. Upon issuance, the New
Securities will be credited to the same accounts at the principal clearing
systems from which the Eligible Securities in exchange for which they
are issued were tendered. If your Eligible Securities are tendered through
a principal clearing system that is not the primary clearing system for the
New Securities that you are entitled to receive, your New Securities will
be credited first to the account of your principal clearing system at such
primary clearing system and then the principal clearing system will
transfer the New Securities to your account. As an owner of a beneficial
interest in the global securities, you will generally not be entitled to have
your New Securities registered in your name, will not be entitled to
receive certificates in your name evidencing the New Securities and will
not be considered the holder of any New Securities under the indenture
for the New Securities. The New Securities will clear and settle as
follows:

U.S. dollar-denominated New Securities governed by New York law


and euro-denominated New Securities. Will be registered in the
name of a nominee of a common depositary for Clearstream,
Luxembourg and Euroclear and deposited with that common
depositary. You may hold a beneficial interest directly if you have
an account with Clearstream, Luxembourg or Euroclear or indirectly
through a financial institution that has an account with either of these
clearing systems. Each of Caja de Valores, Clearstream Banking
AG, Iberclear, Monte Titoli S.p.A., OEKB and SIS has an account
with one or both of these clearing systems.

Peso-denominated New Securities and U.S. dollar-denominated New


Securities governed by Argentine law. Will be deposited with and
registered in the name of CRYL. You may hold a beneficial interest
directly through an account with CRYL or indirectly through any
institution that has an account with CRYL. Caja de Valores has an
account with CRYL. Each of Euroclear and Clearstream,
Luxembourg has an account with an Argentine depositary, which

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acts as a link with Caja de Valores.


Class Voting; Fungibility ............... All Discounts, Pars, 2017 Globals, and GDP-linked Securities governed
by New York or English law issued pursuant to the Invitation, whether on
the Early Settlement Date or on the Final Settlement Date and whether
issued in exchange for Pre-2005 Eligible Securities or 2005 Eligible
Securities, that are denominated in the same currency and have the same
governing law, will constitute part of a single series of securities under
the indenture for purposes of voting on amendments or modifications to
their terms and, in the case of the Discounts, Pars or 2017 Globals, for
purposes of voting on acceleration of their maturity or remedies upon an
event of default. However, the Discounts and Pars and the U.S. dollardenominated GDP-linked Securities governed by New York law issued
pursuant to the Invitation will not constitute part of the same series as, or
be fungible with, the corresponding series of 2005 Discounts, 2005 Pars
or 2005 GDP-linked Securities issued by Argentina pursuant to its 2005
exchange offer. All Discounts and 2017 Globals (whether issued on the
Early Settlement Date or the Final Settlement Date) issued in exchange
for Pre-2005 Eligible Securities, 2005 Pars or 2005 Quasi-Pars will have
the same ISINs and common code and will trade fungibly with each
other. However, it is possible that the Discounts governed by New York
or English law and/or the 2017 Globals issued on the Final Settlement
Date will have a greater amount of OID for U.S. federal income tax
purposes than the corresponding series of New Securities issued on the
Early Settlement Date. If this is the case, Argentina intends to calculate
and report OID, if any, with respect to these New Securities based on the
issue price of the New Securities issued on the Final Settlement Date.
See TaxationU.S. Federal Income Tax ConsequencesConsequences
of Holding the New SecuritiesQualified Stated Interest and Original
Issue Discount on the New Bonds for further information. Moreover, it
is likely that (i) the Discounts governed by New York law and the
Discounts governed by English law issued in exchange for Pre-2005
Eligible Securities, 2005 Pars and 2005 Quasi-Pars will not have the
same amount of OID for U.S. federal income tax purposes as Discounts
governed by New York or English law issued in exchange for 2005
Discounts, even if issued on the same date and (ii) the Pars governed by
New York law and the Pars governed by English law issued in exchange
for Pre-2005 Eligible Securities, 2005 Discounts or 2005 Quasi-Pars will
not have the same amount of OID for U.S. federal income tax purposes as
the corresponding series of Pars issued in exchange for 2005 Pars. If this
is the case, (a) the Discounts governed by New York law and the
Discounts governed by English law issued in exchange for Pre-2005
Eligible Securities, 2005 Pars and 2005 Quasi-Pars will be assigned
different ISINs and common codes than those assigned to the
corresponding series of Discounts governed by New York or English law
issued in exchange for 2005 Discounts and (b) the Pars governed by New
York law and the Pars governed by English law issued in exchange for
Pre-2005 Eligible Securities, 2005 Discounts or 2005 Quasi-Pars will be
assigned different ISINs and common codes than those assigned to the
corresponding series of Pars governed by New York or English law
issued in exchange for 2005 Pars.
In addition, each series of GDP-linked Securities, other than the GDPlinked Securities denominated in U.S. dollars and governed by New York
law, issued pursuant to the Invitation, whether issued on the Early
Settlement Date or the Final Settlement Date, will constitute a further
issuance of, will be assigned the same ISINs and common codes as, and
will trade fungibly with, the corresponding series of 2005 GDP-linked
Securities. The ISIN and common code of the GDP-linked Securities
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denominated in U.S. dollars and governed by New York law issued in the
Invitation will be different from the ISIN and common code of the
corresponding series of 2005 GDP-linked Securities, because the primary
clearing systems for the GDP-linked Securities denominated in U.S.
dollars and governed by New York law will be Euroclear and
Clearstream, Luxembourg, rather than DTC, the primary clearing system
for the corresponding series of 2005 GDP-linked Securities, but the terms
and conditions of these GDP-linked Securities will otherwise be the same
as the corresponding series of 2005 GDP-linked Securities.
The following terms will apply only to New Securities governed by New York law or English law:
Additional Amounts ....................... Argentina will make payments of principal and interest in respect of the
Discounts, Pars and 2017 Globals, and payments in respect of the GDPlinked Securities, without withholding or deduction for or on account of
any present or future Argentine taxes, duties, assessments or
governmental charges of whatever nature except as set forth in
Description of the SecuritiesDescription of Debt Securities
Additional Amounts in the accompanying prospectus.
Further Issues ................................. Argentina may, from time to time without the consent of holders of the
New Securities governed by New York law or English law, create and
issue additional securities ranking pari passu with the New Securities and
having the same terms and conditions as any series of the New Securities,
or the same terms and conditions except for the amount of the first
payment of interest or other amounts on such additional securities, or, if
applicable, the initial interest or other payment date or interest accrual
date. Argentina may also consolidate the additional securities to form a
single series with any outstanding series of New Securities.
Any such additional debt securities (excluding New Securities issued on
the Final Settlement Date), however, may not have, for purposes of U.S.
federal income taxation, a greater amount of OID than the relevant series
of New Securities have as of the date of the issuance of such additional
debt securities.
Seniority........................................... New Securities governed by New York law or English law will be direct,
unconditional, unsecured and unsubordinated obligations of Argentina,
and will rank pari passu and without preference among themselves by
reason of priority of date of issue or currency of payment or otherwise,
and at least equally with all of Argentinas other present and future
unsecured and unsubordinated External Indebtedness (as defined in the
accompanying prospectus under Description of the Securities
Description of Debt SecuritiesNegative Pledge).
The following terms will apply only to New Securities governed by Argentine law:
Inflation Adjustment ...................... The outstanding principal amount of all Discounts and Pars denominated
in pesos will be adjusted for inflation based on the CER, a unit of account
whose value in pesos is indexed to consumer price inflation in Argentina.
The CER is published by the Central Bank of Argentina on a monthly
basis. The amount of principal amortizations on the Discounts and Pars
denominated in pesos will be adjusted over time to reflect the CERadjusted principal amount of these securities, which will increase
whenever Argentina experiences inflation and will decrease if Argentina
experiences deflation. Likewise, the amount of interest that accrues on
these securities will be determined on the CER-adjusted principal
amount.

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The CER-adjusted principal amount of any peso-denominated Discounts


or Pars will be determined by the Office of National Public Credit of the
Ministry of Economy and Public Finance of Argentina prior to the date
on which any principal and/or interest payments on such securities is due
(in the case of interest, whether payable in cash or capitalized). The
Office of National Public Credit will determine this CER-adjusted
principal amount by multiplying (x) the original principal amount of the
peso-denominated Discounts or Pars as of December 31, 2003, by (y) a
fraction, the numerator of which is equal to the CER corresponding to the
10-day period immediately preceding the relevant payment date (or the
10-day period immediately preceding March 30, 2010, in the case of the
first interest payment on the Pars, or June 30, 2010, in the case of the first
interest payment on the Discounts), and the denominator of which is the
CER corresponding to the 10-day period immediately preceding
December 31, 2003. Argentina will announce any such adjustments to
the outstanding principal amount of any peso-denominated Discounts and
Pars at least annually by notice to the holders of such securities, as
necessary, as described under Description of the New Securities
Notices.
Further Issues ................................. New Securities governed by Argentine law do not contain provisions
restricting Argentinas ability to create and issue additional debt
securities ranking pari passu with the New Securities or having the same
terms and conditions as any series of the New Securities.
Absence of Certain Covenants or
Events of Default under New
Securities Governed by
Argentine Law................................. New Securities governed by Argentine law will be issued under an
Argentine government decree that will not contain certain covenants
granted to holders of New Securities governed by New York law or
English law. Argentina will have no obligation with respect to New
Securities governed by Argentine law to pay additional amounts for any
withholding of Argentine taxes, duties or assessments on payments of
principal, interest or other amounts on such New Securities. Nor will
New Securities governed by Argentine law include certain of the
covenants set forth in the accompanying prospectus, such as the negative
pledge or pari passu clause, or contain events of default.

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In any of these cases, you will have the right to withdraw your tender for a period of 10 calendar days from
the date Argentina first publicly announces (by means of a press release through the news services, as defined below
under Acceptance of Tenders and by publication on the website of the Luxembourg Stock Exchange
(www.bourse.lu)) that it is granting withdrawal rights.
To effectively withdraw your tender, subject to the limitations described above, you must follow the
procedures set forth below under Procedures for Withdrawal of Tenders. See Risk FactorsRisk Factors
Relating to the InvitationRisks of Participating in the Invitation.
Acceptance of Tenders
Argentina has not set any limit on the principal amount of Discounts, the notional amount of GDP-linked
Securities or the principal amount of 2017 Globals that may be issued pursuant to the Invitation. However,
Argentina may issue Pars only up to the equivalent of U.S.$2 billion, the Par Option Maximum. If the principal
amount of Pars that would be issued in respect of all Eligible Securities for which Par Option is elected (after
application of the Par Option Limit per Holder) would not exceed the Par Option Maximum, then Argentina will
only issue an amount of Pars equal to the amount of Pars so elected (after application of the Par Option Limit per
Holder) by tendering holders pursuant to the Invitation. Argentina has not set an express limit on the aggregate
amount of cash payments that it will make pursuant to the Invitation, but this amount will be indirectly limited by
the Par Option Maximum. If the Par Option Maximum is reached, Argentina expects that the aggregate amount of
its cash payments will be approximately the equivalent of U.S.$168 million.
In addition, Argentina has not conditioned the Invitation on any minimum level of participation by holders
of Eligible Securities. However, the acceptance by Argentina of tendered Eligible Securities, the announcement
thereof on the Early Announcement Date and the settlement of the Invitation on the Early Settlement Date are
subject to the condition that Argentina has received the proceeds of the concurrent cash offering, as described above
under Financing Condition, and to the condition that the Eligible Securities tendered by holders during the
Invitation will be cancelled on the Early Settlement Date or the Final Settlement Date, as applicable, prior to the
issuance of the New Securities and, if applicable, the cash payment (which may take place over the course of several
days), as described above under Cancellation Condition, and other conditions, as described above under
Other Conditions to the Invitation.
Argentina reserves the right not to accept tenders in its sole discretion, if and to the extent permitted by
applicable laws, rules and regulations in each jurisdiction where Argentina is making the Invitation. If Argentina
elects to accept your tender, it will, at or around 5:00 P.M. (New York City time) on the Early Announcement Date
or the Final Announcement Date, as applicable, announce on the Invitation Website, by press release issued to
Bloomberg News and the Thomson Reuters News Service, which we refer to as the news services, followed by
publication in a newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort
or the Tageblatt) and through publication in the form and manner required in certain jurisdictions outside the United
States:

the approximate aggregate principal amount of Eligible Securities duly tendered and accepted by
Argentina for exchange;

the approximate aggregate principal amount of New Securities of each series to be issued and the
amount of the cash payment to be made to the holders of Pre-2005 Eligible Securities who elect and
are allocated the Par Option, if applicable, on the Early Settlement Date or the Final Settlement Date,
as applicable; and

in the case of the Final Announcement Date, information concerning the allocation of the Par Option.

You may obtain such information by contacting the information agent. In addition, Argentina will notify
the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electrnico of the
results of the Early Settlement and the Final Settlement, as applicable, and, subject to applicable law, will publish
the results of the Early Settlement and the Final Settlement.
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The Early Announcement Date and/or the Final Announcement Date may be postponed by Argentina for
any reason, including if the early tender period and/or the Submission Period are extended. Once Argentina has
announced the acceptance of tenders on the Early Announcement Date or the Final Announcement Date, as
applicable, Argentinas acceptance will be irrevocable and tenders, as so accepted, shall constitute binding
obligations of the submitting holders and Argentina to settle the exchange, in the manner described under
Settlement below, except as set forth above under Financing Condition, Cancellation Condition, and
Other Conditions to the Invitation.
If Argentina terminates the Invitation without accepting any tenders, or does not accept your tender, it will
return the Eligible Securities not accepted to the tendering holders as provided below under Procedures Upon
Rejection of Tenders or Termination of Invitation.
Minimum Tender Amount
You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess
of such minimum denomination that are set forth in the terms of such Eligible Securities and in Annexes A-1 and A2 to this document. Except as described under Options there is no maximum tender amount.
Tender Procedures
To participate in the Invitation, you must submit, or arrange to have submitted on your behalf, by 5:00 P.M.
(New York City time) on the Early Tender Deadline or the Expiration Date, as applicable: (1) to a principal clearing
system, a duly completed electronic acceptance notice, and (2) to the information agent, a duly completed letter of
transmittal in electronic form. If you elect the Discount Option for a portion of your Eligible Securities and the Par
Option for other Eligible Securities that you own, you must submit a separate electronic acceptance notice and letter
of transmittal in electronic form with respect to each option. You must also submit a separate electronic acceptance
notice and letter of transmittal in electronic form (and, if you are in Italy or Germany, a separate paper letter of
transmittal to the financial institution or other intermediary through which you hold your Eligible Securities) for
each series of Eligible Securities you tender. If you fail to submit your letter of transmittal in electronic form by the
applicable deadline, or your letter of transmittal in electronic form is not complete, Argentina reserves the absolute
right to reject your tender or require that you remedy the same.
Your electronic acceptance notices may aggregate information with respect to multiple tenders by multiple
holders, so long as each notice relates only to a single series of Eligible Securities, a single option and, if the
Discount Option is elected, single type of holder (i.e., Large Holder or Small Holder). Such aggregated electronic
acceptance notices may be submitted on a daily basis, or more frequently. Each electronic acceptance notice must:

state the option (the Discount Option or the Par Option) elected for the Eligible Securities tendered
and, if the Discount Option is elected, whether each of the tendering holders is a Large Holder or a
Small Holder. Tenders electing the Par Option are subject to the Par Option Limit per Holder
applicable to the Par Option and the Par Option Maximum. If an electronic acceptance notice fails
to or incorrectly designates the option, it will be deemed to have elected the Discount Option;

state, if the tendering holders are Large Holders electing the Discount Option, whether the
electronic acceptance notice is submitted on or before, or after, the Early Tender Deadline; and

state the principal amount and series of Eligible Securities being tendered.

The principal clearing systems through which Eligible Securities may be tendered are set forth below:

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Principal Clearing Systems


Caja de Valores
Clearstream Banking AG
Clearstream, Luxembourg
Euroclear

Iberclear
Monte Titoli S.p.A.
OEKB
SIS

Eligible Securities may not be tendered through, and the New Securities will not be made eligible for
clearance, settlement or trading in the book-entry system of, DTC. If your Eligible Securities are held through DTC
or any other clearing system, you must follow special procedures, described under Terms of the InvitationTender
Procedures in order to tender your Eligible Securities and to receive New Securities.
Eligible Securities tendered in the Invitation will be blocked for transfers to third parties pending
settlement of the Invitation.
The exchange agent is the entity responsible for, among other things, receiving and processing electronic
acceptance notices made by holders pursuant to the Invitation through their respective clearing systems and, at the
Early Settlement or Final Settlement of the Invitation, delivering the New Securities and the cash payments, when
applicable, to the tendering holders through their respective clearing systems. The procedures you must follow to
effectively tender Eligible Securities depend upon the manner in which you hold your Eligible Securities. We
summarize these procedures below. Summary diagrams of the tender procedures are also included in Annexes E-1
and E-2 to this document.
If you have any questions regarding the process by which you can tender Eligible Securities, you may
contact the information agent at the phone number listed on the back cover of this document.
Eligible Securities in Book-Entry Form
We set forth below a description of the procedures generally applicable for tenders of Eligible Securities
held in electronic or book-entry form, followed by a brief summary of specific tender procedures applicable to
certain clearing systems. In any event, it is your responsibility to inform yourself of, and arrange for timely
tender of your Eligible Securities in accordance with, the procedures applicable to the principal clearing
system through which you tender your Eligible Securities.
General Procedures
Eligible Securities held in electronic or book-entry form may be tendered directly to the principal clearing
systems, if you have an account with any of the principal clearing systems, or indirectly through financial
institutions that have an account with any of the principal clearing systems. We refer to financial institutions that
have an account with any of the principal clearing systems as direct participants in such system. Only these direct
participants may submit electronic acceptance notices to any of the principal clearing systems. If you are not a
direct participant, you (or a financial institution or other intermediary on your behalf) must arrange for the direct
participant through which you hold your Eligible Securities to submit an electronic acceptance notice on your behalf
to any of the principal clearing systems.
Argentina has made special arrangements with the principal clearing systems that will allow these clearing
systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent. The
principal clearing systems will be able to perform this function even with respect to the Eligible Securities that are
not registered in their name (or in the name of their depositary nominee). Argentina has designated each of these
clearing systems as a principal clearing system for purposes of the Invitation, either because Eligible Securities are
registered in the name of such clearing system (or a nominee of its depositary) or Argentina expects a substantial
number of tenders to be submitted through such clearing system. DTC has not been designated as a principal
clearing system for the Invitation.
For your tender of Eligible Securities to be effective, a direct participant in a principal clearing system
through which you tender your Eligible Securities must submit an electronic acceptance notice on your behalf to

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such principal clearing system prior to 5:00 P.M. (New York City time) on the Early Tender Deadline (if you are
a Large Holder electing the Discount Option and wish to receive the Total Consideration) or prior to 5:00 P.M.
(New York City time) on the Expiration Date (in all other cases). The principal clearing systems will not submit
to the exchange agent any electronic acceptance notices they receive after this time.
The principal clearing system through which you tender your Eligible Securities must deliver your duly
completed electronic acceptance notice to the exchange agent no later than two business days after the Early Tender
Deadline or three business days after the Expiration Date, as applicable.
Upon receipt of your electronic acceptance notice, the principal clearing system will submit your electronic
acceptance notice to the exchange agent. The receipt of your electronic acceptance notice by a principal clearing
system will result in the blocking of your tendered Eligible Securities in such clearing system. This will prevent you
from being able to transfer your tendered Eligible Securities to third parties.
The exchange agent will establish an account at each of the principal clearing systems for purposes of
receiving tenders of Eligible Securities pursuant to the Invitation. The receipt of your electronic acceptance notice
by the principal clearing system will constitute instructions to block your tendered Eligible Securities and, if
Argentina accepts your tenders, to make a book-entry transfer of your tendered Eligible Securities into the exchange
agents account at such clearing system on or before the Early Settlement Date or Final Settlement Date, as
applicable. Upon performing the book-entry transfer of your tendered Eligible Securities into the exchange agents
account, the principal clearing system will deliver to the exchange agent a confirmation of such book-entry transfer.
None of Argentina, the global coordinator, any international joint dealer manager, the information
agent or the exchange agent will be responsible for ensuring that any electronic acceptance notice is
submitted to or accepted by a principal clearing system or for ensuring that the book-entry transfer into the
exchange agents account at the relevant principal clearing system is effected. If (i) your electronic
acceptance notice is not delivered by the principal clearing system to the exchange agent on or before two
business days after the Early Tender Deadline or three business days after the Expiration Date, as applicable,
(ii) your Eligible Securities are not transferred into the exchange agents account at the relevant principal
clearing system on or before the Early Settlement Date or Final Settlement Date, as applicable, or (iii) you, or
a direct participant or custodian on your behalf, does not deliver all other required documents in connection
with your tender, in each case on or before the applicable deadline, your tender will be deemed invalid.
By submitting a valid electronic acceptance notice to a principal clearing system, tendering holders, and the
relevant direct participant on their behalf, shall be deemed to have made the representations and warranties set forth
below under Representations, Warranties and Undertakings Relating to Tenders of Eligible Securities to
Argentina, the international joint dealer managers, the information agent and the exchange agent.
Additional Information for Tenders Through Euroclear, Clearstream, Luxembourg or Clearstream Banking
AG
If you hold Eligible Securities through Euroclear, Clearstream, Luxembourg or Clearstream Banking AG,
you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an
electronic acceptance notice in accordance with the procedures established by Euroclear, Clearstream, Luxembourg
or Clearstream Banking AG, as applicable, to participate in the Invitation. Direct participants should refer to the
respective notifications that direct participants receive from Euroclear, Clearstream, Luxembourg and Clearstream
Banking AG for detailed information regarding tender procedures.
Additional Information for Tenders Through Caja de Valores
If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant), or
arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the
procedures established by Caja de Valores for the Invitation. You may contact Caja de Valores for assistance in
effecting your tender in accordance with the applicable procedures.

S-77

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EXHIBIT K

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PROSPECTUS SUPPLEMENT
(to Prospectus Dated December 27, 2004)

The Republic of Argentina


Oers to Owners of
EACH SERIES OF BONDS LISTED IN ANNEX A TO THIS PROSPECTUS SUPPLEMENT
(collectively, the ""Eligible Securities'')
to exchange Eligible Securities for its
PAR BONDS DUE DECEMBER 2038 (""PARS''),
DISCOUNT BONDS DUE DECEMBER 2033 (""DISCOUNTS''),
QUASI-PAR BONDS DUE DECEMBER 2045 (""QUASI-PARS'') AND
GDP-LINKED SECURITIES THAT EXPIRE IN DECEMBER 2035 (""GDP-LINKED SECURITIES'')
collectively, the ""New Securities,'' on the terms and conditions described in
this prospectus supplement.
The GDP-linked Securities will initially be attached to the Pars, Discounts and Quasi-pars.
The aggregate Eligible Amount (as dened below) of all Eligible Securities currently outstanding is U.S.$81.8 billion,
comprising U.S.$79.7 billion of principal and U.S.$2.1 billion of accrued but unpaid interest as of December 31, 2001, based
on exchange rates in eect on December 31, 2003.
For a discussion of risk factors which you should consider in evaluating this Oer, see ""Risk Factors'' beginning on
page S-29 of this prospectus supplement and page 18 of the accompanying prospectus.
THE OFFER WILL EXPIRE AT 4:15 P.M. (NEW YORK CITY TIME) ON FEBRUARY 25, 2005, UNLESS
EXTENDED OR EARLIER TERMINATED BY ARGENTINA IN ITS SOLE DISCRETION (THE ""EXPIRATION
DATE''). ONLY LIMITED WITHDRAWAL RIGHTS WILL BE AVAILABLE AND ALL TENDERS WILL BE
IRREVOCABLE EXCEPT UNDER CERTAIN CIRCUMSTANCES AS DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT.

The New Securities, other than those governed by Argentine law, will contain provisions regarding acceleration and future modications to
their terms that dier from those applicable to substantially all of Argentina's outstanding public external indebtedness. These provisions, which
are commonly referred to as ""collective action clauses,'' are described in the sections entitled ""Description of the Securities Default and
Acceleration of Maturity'' and ""Description of the Securities Modications'' on pages 204 and 206, respectively, of the accompanying
prospectus. Under those provisions, modications aecting certain reserved matters, including modications to payment and other important
terms, may be made to a single series of New Securities, other than those governed by Argentine law, with the consent of the holders of 75% of
the aggregate principal amount outstanding of that series, and to multiple series of New Securities with the consent of the holders of 85% of the
aggregate principal amount outstanding of all aected series and 662/3% in aggregate principal amount outstanding of each aected series.
Application has been made to list each series of the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange, and
application will be made to list each series of the New Securities on the Buenos Aires Stock Exchange and on the Mercado Abierto Electronico.

Argentina intends to make an application to list each series of U.S. dollar- or euro-denominated Pars, Discounts and GDP-linked Securities on a
regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met. See ""Plan of Distribution.''
This prospectus supplement and the accompanying prospectus may only be used in the United States, Luxembourg and in the jurisdictions
in which Argentina and the international joint dealer managers are relying either on exemptions from approval by regulatory authorities or
approval of this prospectus supplement and accompanying prospectus on the basis of mutual recognition of the certicate of approval issued by
the Luxembourg Commission de Surveillance du Secteur Financier (which we refer to as the ""CSSF''), together with such additional disclosure
required by the regulatory authority in that jurisdiction. Holders of Eligible Securities outside the United States and Luxembourg should
carefully read the sections entitled ""Global Oering,'' ""Certain Legal Restrictions'' and ""Jurisdictional Restrictions'' in this prospectus
supplement to determine if they may rely on this prospectus supplement or participate in the Oer.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a
criminal oense.

The international joint dealer managers for the Oer are:

Barclays Capital

Merrill Lynch & Co.


The date of this prospectus supplement is January 10, 2005.

UBS Investment Bank

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In this prospectus supplement, references to ""we,'' ""our'' and ""us'' are to Argentina.
This prospectus supplement, the accompanying prospectus and the related acceptance notices are
together referred to as the ""Oer Materials.'' Transactions contemplated by the Oer Materials are referred
to as the ""Oer.''
A ""series'' of Eligible Securities refers to each issue of Eligible Securities listed in Annex A to this
prospectus supplement. A ""series'' of New Securities refers to each issue of New Securities, including GDPlinked Securities initially attached to each series of Pars, Quasi-pars and Discounts, as described in this
prospectus supplement.
When we refer to the ""Par Brady Bonds and Discount Brady Bonds'' in this prospectus supplement, we
mean the following series of Eligible Securities:
Discount USD L 0.8125% (BR) due 2023,
Discount USD L 0.8125% (RG) due 2023,
PAR Bonds USD 6% (BR) due 2023,
PAR Bonds USD 6% (RG) due 2023,
Discount DEM L 0.8125% Due 2023, and
PAR Bonds DEM 5.87% Due 2023.

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TABLE OF CONTENTS
Page

PROSPECTUS SUPPLEMENT
Introduction
Global Oering
Certain Legal Restrictions
Currency Exchange Rates
Summary Time Schedule for the Oer
Summary
Risk Factors
Recent Developments
Terms of the Oer
Description of the New Securities
Clearance and Settlement
Taxation
Plan of Distribution
Jurisdictional Restrictions
Forward-Looking Statements
Validity of the New Securities
General Information
Annex A Eligible Securities
Annex B Principal Payment Schedule for U.S. dollar-denominated Pars and Discounts
Annex C Eligible Securities: Additional Information
Annex D-1 The Chain of a Tender: Eligible Securities Held by a Direct Participant
Annex D-2 The Chain of a Tender: Eligible Securities Held through a Securities Intermediary
Annex E Sample Calculations Related to Exchange Ratios
Annex F Sample Calculations Related to Payment on GDP-linked Securities
Annex G Form of Paper Acceptance Notice
PROSPECTUS
About This Prospectus
Certain Dened Terms and Conventions
Forward-Looking Statements
Data Dissemination
Use of Proceeds
Selected Economic Information
Summary
Risk Factors
The Republic of Argentina
The Argentine Economy
Foreign Trade and Balance of Payments
Monetary System
Public Sector Finances
Public Sector Debt
Description of the Securities
Taxation
Plan of Distribution
Ocial Statements
Validity of the Securities
Authorized Representative
Further Information
Where You Can Find More Information

ii
iii
iv
v
S-1
S-3
S-29
S-35
S-37
S-61
S-75
S-79
S-92
S-95
S-101
S-102
S-103
A-1
B-1
C-1
D-1
D-2
E-1
F-1
G-1
2
2
7
7
8
9
10
18
29
34
71
99
129
161
196
212
214
216
216
216
216
216

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INTRODUCTION
When you make your investment decision, you should rely only on the information contained in this
prospectus supplement and the accompanying prospectus. The Republic of Argentina (""Argentina'') has not
authorized anyone to provide you with information that is dierent. This document may only be used where
it is legal to oer and sell these securities. The information in this prospectus supplement and the
accompanying prospectus may only be accurate as of the date of this prospectus supplement or the
accompanying prospectus, as applicable.
Argentina is furnishing this prospectus supplement and the accompanying prospectus to you solely for use
in the context of the Oer and for Luxembourg listing purposes. After having made all reasonable queries,
Argentina conrms that:
the information contained in this prospectus supplement and the accompanying prospectus is true and
correct in all material respects and is not misleading as of the date of this prospectus supplement or the
accompanying prospectus, as applicable;
it holds the opinions and intentions expressed in this prospectus supplement and the accompanying
prospectus;
to the best of its knowledge and belief, it has not omitted other facts, the omission of which makes this
prospectus supplement or the accompanying prospectus as a whole misleading as of the date of this
prospectus supplement or the accompanying prospectus, as applicable; and
it accepts responsibility for the information it has provided in this prospectus supplement and the
accompanying prospectus.
Argentina is a foreign sovereign state. Consequently, it may be dicult for you to obtain or realize upon
judgments of courts in the United States and other jurisdictions against Argentina.
The New Securities that Argentina issues to tendering holders of Eligible Securities in the United States
are being oered under Argentina's registration statement (le no. 333-117111) initially led with the United
States Securities and Exchange Commission (the ""SEC'') under Schedule B of the Securities Act of 1933, as
amended (the ""Act''), on July 2, 2004, and declared eective by the SEC on September 29, 2004. On
December 23, 2004, Argentina led with the SEC Post-Eective Amendment No. 1 to its registration
statement, which was declared eective by the SEC on December 27, 2004.
The accompanying prospectus provides you with a general description of the securities that Argentina
may oer under its registration statement, and this prospectus supplement contains specic information about
the terms of the Oer and the New Securities. This prospectus supplement also adds, updates or changes
information provided in the accompanying prospectus. Consequently, before you participate in the Oer, you
should read this prospectus supplement and the accompanying prospectus, together with any additional
information described under ""General Information Where You Can Find More Information'' in this
prospectus supplement.
None of Argentina, any international joint dealer manager, the information agent, the exchange agent or
the Luxembourg exchange agent has expressed any opinion as to whether the terms of the Oer are fair. In
addition, none of the clearing systems through which you may tender your Eligible Securities has expressed
any opinion as to whether the terms of the Oer are fair. None of Argentina, any international joint dealer
manager, the information agent, the exchange agent or the Luxembourg exchange agent makes any
recommendation that you tender your Eligible Securities for exchange or refrain from doing so pursuant to the
Oer, and no one has been authorized by Argentina, any international joint dealer manager, the information
agent, the exchange agent or the Luxembourg exchange agent to make any such recommendation. You must
make your own decision as to whether to tender Eligible Securities in exchange for New Securities or refrain
from doing so, and, if you do tender Eligible Securities, the principal amount of Eligible Securities to tender.
All references in this document to the website relating to the Oer (which we refer to as the ""Oer
Website''), are to the website created and maintained by the information agent, which can be accessed
ii

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through the Internet address http://www.georgesonshareholder.com/argentina. These references are inserted


as inactive textual references to this ""uniform resource locator'' or ""URL'' and are for your informational
reference only. Access to the Oer Website by holders in certain non-U.S. jurisdictions will be subject to
certain restrictions in compliance with exemptions from regulatory approval being relied on by Argentina in
such jurisdictions. See ""Jurisdictional Restrictions'' below. Information on the Oer Website is not
incorporated by reference in this document. Argentina does not assume responsibility for the information that
appears on the Oer Website, other than the Oer Materials and other information that Argentina has
authorized for display on the Oer Website under the information agent agreement.
GLOBAL OFFERING
The Oer is being extended to holders of Eligible Securities in the United States, Luxembourg and
Denmark on the basis of this prospectus supplement and the accompanying prospectus. The Oer is also being
extended on the basis of this prospectus supplement and the accompanying prospectus in certain jurisdictions
where Argentina and the international joint dealer managers are relying on exemptions from regulatory
approval by the relevant authorities. For further information concerning the exemptions in these jurisdictions,
see ""Jurisdictional Restrictions.''
The Oer is also being extended to holders of Eligible Securities in Argentina, Germany and Italy on the
basis of separate prospectuses approved by the relevant regulatory authorities in these jurisdictions, and in the
Netherlands and Spain on the basis of prospectuses consisting of this prospectus supplement and the
accompanying prospectus, together with such additional disclosure required by the regulatory authorities in
the Netherlands and Spain, as the case may be. Holders in Argentina, Germany, Italy, the Netherlands and
Spain should review, and make their decision to participate in the Oer, solely on the basis of the prospectus
approved by the relevant regulatory authority in that jurisdiction, copies of which may be obtained on the
Oer Website. The Oer in Argentina is being managed by the Argentine joint dealer managers. For further
information concerning the Oer and the prospectuses in these jurisdictions, see ""Jurisdictional Restrictions.''
The Oer is only being extended where oers and solicitations are permitted by law, and only in
accordance with the applicable laws, rules and regulations of the relevant jurisdiction.
The Oer being extended under this prospectus supplement and the accompanying prospectus and the
oers being extended on the basis of separate prospectuses approved in the jurisdictions named above
constitute one and the same Oer, subject to the same terms and conditions (as set forth in this prospectus
supplement), except as required by applicable law or as otherwise noted in this prospectus supplement.
Oer in Japan
Subject to regulatory approval, Argentina intends to oer to holders of Eligible Securities in Japan,
concurrently with the Oer or as soon as practicable thereafter, securities with terms that are substantially
similar to those of the Pars, Discounts and GDP-linked Securities, as well as additional securities that are
denominated in yen and governed by Japanese law. The oer in Japan would be extended on terms that are
substantially similar to the terms of this Oer. The details of the oer in Japan will be set forth in a separate
prospectus approved by the relevant regulatory authorities in Japan. We refer to the oer in Japan as the ""oer
in Japan.''
All calculations for purposes of determining the maximum aggregate principal amount of Pars that
Argentina will issue, and whether the maximum aggregate principal amounts of Pars and Quasi-pars have
been reached (as described under ""Terms of the Oer Limitation on Issuance and Allocation of New
Securities Limits on and Allocation of Pars'' and ""Terms of the Oer Limitation on Issuance and
Allocation of New Securities Limits on and Allocation of Quasi-pars''), will include Pars and Quasi-pars
issued pursuant to the oer in Japan. However, no amount of Pars or Quasi-pars will be specically reserved
for purposes of the oer in Japan. Accordingly, should the oer in Japan not occur concurrently with the
Oer, Pars or Quasi-pars might not be available for holders participating in such oer, depending on the
demand for Pars or Quasi-pars pursuant to this Oer.
iii

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Similarly, the allocation of Pars and Quasi-pars in accordance with the procedures described under
""Terms of the Oer Limitation on Issuance and Allocation of New Securities Limits on and Allocation
of Pars'' and ""Terms of the Oer Limitation on Issuance and Allocation of New Securities Limits on
and Allocation of Quasi-pars'' will encompass all tenders of Pars and Quasi-pars submitted in the Oer and
the oer in Japan. If the oer in Japan does not occur concurrently with the Oer, holders participating in the
oer in Japan may not realize any of the allocation benets accorded to holders that tender their Eligible
Securities early.
The Oer Materials have not been led with or approved by the Kanto Local Finance Bureau.
Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan should not
rely on the Oer Materials as a source of information or for instructions on how to tender Eligible Securities.
See ""Jurisdictional Restrictions.''
CERTAIN LEGAL RESTRICTIONS
The distribution of the Oer Materials and the transactions contemplated by the Oer Materials are
restricted by law in certain jurisdictions. If the Oer Materials come into your possession, you are required by
Argentina to inform yourself of and to observe all of these restrictions. The Oer Materials do not constitute,
and may not be used in connection with, an oer or solicitation in any jurisdiction where oers or solicitations
are not permitted by law. Holders of Eligible Securities outside the United States and Luxembourg should
carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the
Oer Materials will be made available in such jurisdictions, as set forth in the ""Jurisdictional Restrictions''
section.
If a jurisdiction requires that the Oer be made by a licensed broker or dealer and any international joint
dealer manager or any aliate of any international joint dealer manager is a licensed broker or dealer in that
jurisdiction, the Oer shall be deemed to be made by such international joint dealer manager or such aliate
on behalf of Argentina in that jurisdiction.
Until forty days after the Announcement Date (as dened in ""Summary Time Schedule for the Oer''),
all dealers eecting transactions in the New Securities in the United States, whether or not participating in
this distribution, may be required to deliver a copy of this prospectus supplement and the accompanying
prospectus.

iv

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CURRENCY EXCHANGE RATES


Several calculations in this prospectus supplement are performed using currency exchange rates in eect
on December 31, 2003. Those exchange rates per U.S. dollar are set forth below:
Rate per U.S. dollar
on December 31, 2003

Currency

Argentine pesos
Swiss francs
Euro
Pounds sterling
Japanese yen
Source:

2.9175
1.2409
0.7945
0.5599
107.3900

Reuters Group PLC

For purposes of the Oer, all calculations made with respect to Eligible Securities denominated in a
predecessor currency to the euro will be performed in euro. Accordingly, if you hold any such Eligible
Securities, you should convert all amounts relating to such securities into euro at the conversion rate
applicable to such predecessor currency as set forth in the table below:
Predecessor Currency

Rate per euro

Deutsche mark
Italian lira
Austrian schilling
Spanish peseta

1.9558
1936.2700
13.7603
166.3860

Source:

European Central Bank

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SUMMARY TIME SCHEDULE FOR THE OFFER


The following summarizes the anticipated time schedule for the Oer assuming, among other things, that
the Expiration Date is not extended and that the Oer is not earlier terminated. This summary is qualied in
its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in
this prospectus supplement.
January 14, 2005 Commencement
Oer commences. Announcement of the terms of the Oer. We
refer to this date as the ""Launch Date.''
January 14, 2005, through
February 25, 2005 Submission Period (unless extended or earlier terminated)
The Oer is open during this period, unless Argentina extends it or
terminates it earlier in its sole discretion. We refer to this time
period as the ""Submission Period.'' Tendering holders of Eligible
Securities may submit tenders by delivering, or giving instructions
for delivery of, acceptance notices as described in this prospectus
supplement. Once acceptance notices are submitted, tenders will
be irrevocable, except under certain limited circumstances as
described in this prospectus supplement. See ""Risk Factors
Risk Factors Relating to the Oer Risks of Participating in the
Oer'', ""Terms of the Oer Irrevocability; Limited Withdrawal
Rights'' and ""Terms of the Oer Tender Procedures.''
Argentina has divided the Submission Period into two periods for
purposes of allocation of Pars: an early tender period, comprising
the rst three weeks of the Submission Period (unless extended),
and a late tender period, comprising the remainder of the Submission Period. To benet from an early-tender allocation of Pars,
your duly completed electronic acceptance notice must be received
by the principal clearing system (as dened below) through which
you tender your Eligible Securities by no later than 4:15 P.M.
(New York City time) on February 4, 2005 (unless the earlytender period is extended). We refer to this date and time as the
""Early-tender Deadline.''
Quasi-pars will be allocated on a daily rst-come rst-served basis.
If you wish to receive Quasi-pars, your duly completed electronic
acceptance notice must be received by the principal clearing
system (as dened below) through which you tender your Eligible
Securities as soon as practicable after the Launch Date.
4:15 P.M. (New York City time),
February 4, 2005 Early-tender Deadline (unless extended)
The early-tender period ends, unless Argentina extends it. You will
not be eligible to receive an early-tender allocation of Pars unless
your duly completed electronic acceptance notice is received by
this date and time.

S-1

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4:15 P.M. (New York City time),


February 25, 2005 Expiration (unless Submission Period is extended or earlier
terminated)
The Submission Period ends and the Offer expires, unless
Argentina extends it or terminates it earlier in its sole discretion.
After this date, you may no longer submit tenders. We refer to this
date as the ""Expiration Date.''
At or around 5:00 P.M. (New York
City time), March 18, 2005, or as soon
as practicable thereafter Announcement (unless postponed or Submission Period is extended or earlier terminated)
Unless it has terminated the Oer earlier, Argentina determines in
its sole discretion whether to accept tenders and announces the
results of the Oer, including the aggregate principal amount of
each series of New Securities to be issued. We refer to this date as
the ""Announcement Date.'' The Announcement Date may be
postponed by Argentina for any reason, including if the Submission
Period is extended.
Argentina expects that trading in New Securities on a when-and-if
issued basis will commence following the announcement of the
results of the Oer. However, there can be no assurances that this
will occur.
April 1, 2005, or as soon as practicable
thereafter Settlement (unless postponed or Submission Period is extended or
earlier terminated)
Title to your tendered and accepted Eligible Securities is transferred to Argentina and you receive in exchange any New Securities and cash payments to which you are entitled. If necessary to
facilitate the settlement of the Oer, the settlement of the Oer
may take up to seven business days. We refer to this date, or these
dates, if multiple business days are necessary, as the ""Settlement
Date.'' The length of the Settlement Date will have no eect on the
New Securities that you may receive in the Oer.
A ""business day'' for this purpose and as used elsewhere in this
prospectus supplement (unless noted otherwise) is any day that is
not a Saturday or Sunday, and that is not a day on which banking
or trust institutions are authorized generally or obligated by law,
regulation or executive order to close in New York City, and that is
also a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System, or any
successor system, is open for business.

S-2

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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement. It is not
complete and may not contain all the information that you should consider before tendering Eligible Securities
in exchange for New Securities. You should read the entire prospectus supplement, including the ""Risk
Factors'' section, and the accompanying prospectus carefully.
Terms of the Oer
General

Argentina is oering holders of Eligible Securities the opportunity


to tender their Eligible Securities in exchange for newly issued
New Securities on the terms and subject to the conditions set forth
in this prospectus supplement and the related acceptance notices.

Purpose of the Oer To restructure outstanding debt obligations of Argentina that are
currently in default.
Acceptance Argentina has not conditioned its acceptance of tenders or the
consummation of the Oer on any minimum level of participation
by holders of Eligible Securities. Argentina reserves the right not to
accept tenders in its sole discretion.
If Argentina elects to accept any tenders, it will announce the
results of the Oer, including the aggregate amount of each series
of New Securities to be issued, at or around 5:00 P.M. (New York
City time), on the Announcement Date.
Termination, Amendments At any time before Argentina announces the acceptance of any
tenders on the Announcement Date, Argentina may, in its sole
discretion and to the extent permitted by the applicable laws, rules
and regulations in each jurisdiction where Argentina is making the
Oer:
terminate the Oer (including with respect to tenders submitted
prior to the time of the termination),
extend the Oer past the originally scheduled Expiration Date,
withdraw the Oer from any one or more jurisdictions, or
amend the Oer, including amendments in any one or more
jurisdictions.
Consideration to be Received Other
than by Holders of Par Brady Bonds
and Discount Brady Bonds Subject to the terms and conditions of the Oer described in this
prospectus supplement, you may elect to receive Pars, Discounts or
Quasi-pars in exchange for any Eligible Securities (other than Par
Brady Bonds and Discount Brady Bonds) you tender that are
accepted by Argentina.
For purposes of the Oer, your Eligible Securities will be assigned
an ""Eligible Amount'' equal to (i) their outstanding principal
amount as of December 31, 2001, plus (ii) any accrued but unpaid
interest up to but excluding December 31, 2001.
The original principal amount of any Pars, Discounts and Quasipars you receive pursuant to the Oer will be equal to the Eligible
Amount of Eligible Securities (other than Par Brady Bonds and
S-3

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Discount Brady Bonds) you tender, multiplied by the following


exchange ratios (applicable to Eligible Securities exchanged for
New Securities in the same currency):

New Security

Pars
Discounts
Quasi-pars

Exchange Ratio
(per unit of Eligible
Amount in the same
currency)

1.000
0.337
0.699

The exchange ratios for Eligible Securities exchanged for New


Securities in dierent currencies are adjusted based on exchange
rates in eect on December 31, 2003. For a complete list of
exchange ratios, see ""Terms of the Oer Consideration to be
Received Other than by Holders of Par Brady Bonds and Discount
Brady Bonds.''
In addition to any Pars, Discounts or Quasi-pars that you elect to
receive, you will receive GDP-linked Securities in a notional
amount equal to the Eligible Amount of the Eligible Securities you
tender that are accepted by Argentina.
You will not receive payment of any accrued and unpaid interest on
your tendered Eligible Securities (other than Par Brady Bonds and
Discount Brady Bonds) for the period subsequent to December 31,
2001.
As used above and elsewhere in this prospectus supplement, the
""original principal amount'' of any New Securities refers to the
principal amount of those New Securities as of December 31,
2003.
Consideration to be Received Pursuant
to Tenders of Par Brady Bonds and
Discount Brady Bonds For purposes of the Oer, your Par Brady Bonds and Discount
Brady Bonds will be assigned a ""Brady Residual Amount'' equal to
(i) their outstanding principal amount at December 31, 2001,
minus (ii) their Cash Value (as dened below) and minus
(iii) interest accrued after December 31, 2001, on which holders of
these bonds have received payment, or are entitled to receive
payment, by exercising their rights against the collateral securing
such interest payments.
Subject to the terms and conditions of the Oer described in this
prospectus supplement, you will receive in exchange for your
tendered and accepted Par Brady Bonds and Discount Brady
Bonds:
the cash proceeds corresponding to your tendered Par Brady
Bonds and Discount Brady Bonds resulting from the release of
the Brady Collateral (as dened in this prospectus supplement)
and redemption by the U.S. Treasury or Kreditanstalt fur

Wiederaufbau (""KfW''), as the case may be, of the securities


constituting that collateral (we refer to these proceeds as the
""Cash Value''); and
S-4

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Discounts in an original principal amount equal to 33.7% of the


Brady Residual Amount corresponding to your tendered Par
Brady Bonds and Discount Brady Bonds, plus GDP-linked
Securities in a notional amount equal to the corresponding Brady
Residual Amount. The exchange ratio set forth above assumes
an exchange of Par Brady Bonds or Discount Brady Bonds for
Discounts denominated in the same currency. This exchange
ratio has been adjusted for purposes of exchanging Par Brady
Bonds and Discount Brady Bonds for Discounts denominated in
a dierent currency, based on exchange rates in eect on
December 31, 2003. See ""Terms of the Oer Consideration
to be Received Pursuant to Tenders of Par Brady Bonds and
Discount Brady Bonds.''
Interest on New Securities Other Than
GDP-linked Securities Any New Securities you receive in exchange for your Eligible
Securities, other than GDP-linked Securities, will begin to accrue
interest from and including December 31, 2003.
Interest payment dates for Pars are March 31 and September 30 of
each year, and December 31, 2038. Interest accrued on Pars from
and including December 31, 2003, to but excluding March 31,
2005, will be paid in cash on the Settlement Date.
Interest payment dates for Discounts are June 30 and December 31 of each year. For Discounts, interest that would have been
payable in cash on June 30, 2004, and December 31, 2004, will be
paid in cash on the Settlement Date. The portion of interest that
would have been capitalized on June 30, 2004, and December 31,
2004, will be capitalized as of such dates. The principal amount of
Discounts you receive upon settlement of the Oer will equal the
original principal amount to which you are entitled (as provided
above under "" Consideration to be Received Other than by
Holders of Par Brady Bonds and Discount Brady Bonds,'' and
""Consideration to be Received Pursuant to Tenders of Par Brady
Bonds and Discount Brady Bonds'') plus such capitalized interest.
Interest payment dates for Quasi-pars are June 30 and December 31 of each year. Interest accrued on Quasi-pars that would
have been capitalized on June 30, 2004, and December 31, 2004,
will be capitalized as of such dates. The principal amount of Quasipars you receive upon settlement of the Oer will equal the original
principal amount as of to which you are entitled (as provided above
under "" Consideration to be Received Other than by Holders of
Par Brady Bonds and Discount Brady Bonds) plus such capitalized
interest.
Argentina's annual budget for 2005 includes allocations for interest
accrued on the New Securities and payable in cash on the
Settlement Date.
Limitation on Issuance of Pars Argentina may issue Pars only up to a maximum aggregate
principal amount of:
U.S.$10.0 billion or the equivalent in other currencies, if the
aggregate Eligible Amount of Eligible Securities tendered and
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accepted pursuant to the Oer and, if concurrent with the Oer,


the oer in Japan, is less than or equal to 70% (U.S.$57.3 billion
equivalent) of the aggregate Eligible Amount of all outstanding
Eligible Securities, or
U.S.$15.0 billion or the equivalent in other currencies, if the
aggregate Eligible Amount of Eligible Securities tendered and
accepted pursuant to the Oer and, if concurrent with the Oer,
the oer in Japan, is greater than 70% (U.S.$57.3 billion
equivalent) of the aggregate Eligible Amount of all outstanding
Eligible Securities.
Allocation of Pars Argentina has divided the Submission Period into two periods for
purposes of allocation of Pars: an early-tender period, comprising
the rst three weeks of the Submission Period and expiring at the
Early-tender Deadline (unless extended), and a late-tender period,
commencing immediately after the Early-tender Deadline and
ending on the Expiration Date.
For purposes of implementing the allocation process, if you tender
an Eligible Security in an outstanding principal amount in excess
of U.S.$50,000, 30,000, 5,000,000, Ps.150,000, 440,000 or
Sfr.60,000, as the case may be (each, a ""U.S.$50,000 equivalent''),
the principal amount of your tendered Eligible Security will be split
into the following two components: one will comprise the outstanding principal amount of your tendered Eligible Security up to and
including U.S.$50,000 equivalent, and the other component will
comprise the outstanding principal amount of your tendered Eligible
Security in excess of U.S.$50,000 equivalent.
Argentina will allocate the maximum aggregate principal amount
of Pars among tendering holders that elect to receive Pars in the
following order of priority:
First, among early tenders up to and including U.S.$50,000
equivalent. Holders who tender an Eligible Security during the
early tender period (whom we refer to as ""early-tender holders'') will be entitled to receive Pars in exchange for the
outstanding principal amount of their tendered Eligible Security
up to and including U.S.$50,000 equivalent. If such allocation
exceeds the maximum aggregate principal amount of Pars,
Argentina will allocate this maximum amount among earlytender holders on a pro rata basis (as described under ""Terms of
the Oer Limitation on Issuance and Allocation of New
Securities Pro Rata Allocation'').
Second, among late tenders up to and including U.S.$50,000
equivalent. If, after the rst allocation, Argentina has not
allocated in full the maximum aggregate principal amount of
Pars, holders who tender an Eligible Security during the latetender period (who we refer to as ""late-tender holders'') will be
entitled to receive Pars in exchange for the outstanding principal
amount of their tendered Eligible Security up to and including
U.S.$50,000 equivalent. If such allocation exceeds the remainder of Pars available after the rst allocation, Argentina will
allocate this remainder among late-tender holders on a pro rata
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basis (as described under ""Terms of the Oer Limitation on


Issuance and Allocation of New Securities Pro Rata
Allocation'').
Third, among early tenders in excess of U.S.$50,000 equivalent.
If, after the rst and second allocation, Argentina has not
allocated in full the maximum aggregate principal amount of
Pars, early-tender holders will be entitled to receive Pars in
exchange for the outstanding principal amount of their tendered
Eligible Security in excess of U.S.$50,000 equivalent. If such
allocation exceeds the remainder of Pars available after the rst
and second allocations, Argentina will allocate this remainder
among early-tender holders on a pro rata basis (as described
under ""Terms of the Oer Limitation on Issuance and Allocation of New Securities Pro Rata Allocation'').
Fourth, among late tenders in excess of U.S.$50,000 equivalent.
If, after the rst, second and third allocations, Argentina has not
allocated in full the maximum aggregate principal amount of
Pars, late-tender holders will be entitled to receive Pars in
exchange for the outstanding principal amount of their tendered
Eligible Security in excess of U.S.$50,000 equivalent. If such
allocation exceeds the remainder of Pars available after the rst,
second and third allocations, Argentina will allocate this remainder among late-tender holders on a pro rata basis (as described
under ""Terms of the Oer Limitation on Issuance and Allocation of New Securities Pro Rata Allocation'').
As described above, for purposes of the allocation of Pars the
applicable U.S.$50,000 equivalent threshold is measured in relation to the outstanding principal amount of the Eligible Security
you tender. However, in order to determine the principal amount of
New Securities you are entitled to receive pursuant to the Oer,
this principal amount corresponds to an Eligible Amount calculated as provided under ""Terms of the Oer Eligible Amount.''
The allocation of Pars among tendering holders will encompass all
tenders for Pars submitted in the Oer and, if concurrent with the
Oer, the oer in Japan. All determinations made by Argentina in
the allocation of Pars as provided above will be binding and nal.
Limitation on Issuance of Quasi-Pars Argentina will issue Quasi-pars only up to a maximum original
aggregate principal amount of Ps.24.3 billion.
Allocation of Quasi-Pars Quasi-pars will be allocated among tendering holders on a daily
rst-come rst-served basis. Accordingly, all holders who tender on
the same day will be accorded equal priority, but will have
precedence in the allocation of Quasi-pars over any holders that
tender on subsequent days. If, on any given day, the demand for
Quasi-pars exceeds the principal amount of Quasi-pars then available for exchange (after deducting the principal amount of Quasipars allocated in prior days from the maximum aggregate principal
amount of Quasi-pars), the available Quasi-pars will be allocated
on a pro rata basis among all holders who tender their Eligible
Securities on that day. For purposes of the allocation of Quasi-pars,
the daily cuto time will be 4:15 P.M. (New York City time).
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The allocation of Quasi-pars among tendering holders will encompass all tenders for Quasi-pars submitted in the Oer and, if
concurrent with the Oer, the oer in Japan. All determinations
made by Argentina in the allocation of Quasi-pars as provided
above will be binding and nal.
No Limitation on Issuance of
Discounts There is no limit on the allocation of Discounts within the Oer. If
you elect to receive any Pars or Quasi-pars and the amount you
would receive would (in the absence of any limitation on the
issuance of Pars or Quasi-pars) exceed the maximum amount of
Pars and Quasi-pars that you are permitted to receive in the Oer
(as provided above), the Eligible Securities that cannot be exchanged for Pars or Quasi-pars as a result of that limitation will
instead be exchanged for Discounts denominated in the same
currency you selected for the Pars or Quasi-pars.
Currency Denomination of the New
Securities The currency of the Eligible Securities you tender determines the
currency you may select for any Pars or Discounts you elect to
receive, as follows:
Eligible Securities denominated in U.S. dollars or euro (or any
Eligible Securities originally denominated in a predecessor currency to the euro, which currencies for this purpose are deemed
to have been originally denominated in euro). You may elect
to receive Pars or Discounts in the same currency as your
tendered Eligible Securities or in pesos.
Eligible Securities denominated in pounds sterling or Swiss
francs. You may elect to receive Pars or Discounts denominated in euro or pesos.
Eligible Securities denominated in yen. You may elect to
receive Pars or Discounts in euro or pesos, except that if your
yen-denominated Eligible Securities are governed by Japanese
law you may only receive Pars or Discounts denominated in
pesos.
Eligible Securities denominated in pesos. You may elect to
receive Pars or Discounts in pesos.
If you fail to or incorrectly designate your currency selection, you
will receive Pars or Discounts denominated in the same currency as
your tendered Eligible Securities except that: if your tendered
Eligible Securities were originally denominated in pounds sterling,
Swiss francs, Japanese yen (except for Eligible Securities governed
by Japanese law) or any predecessor currency to the euro, you will
be deemed to have elected to receive your Pars or Discounts in
euro; or if your Eligible Securities were originally denominated in
Japanese yen and governed by Japanese law, you will be deemed to
have elected to receive your Pars or Discounts in pesos.
While holders of yen-denominated Eligible Securities governed by
Japanese law will not be able to receive yen-denominated securities
governed by Japanese law pursuant to the Oer, they will be able
to do so pursuant to the oer in Japan, if conducted by Argentina.
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Argentina, however, will only launch an oer in Japan after having


received all necessary regulatory approvals from Japanese authorities. (See ""Global Oering Oer in Japan'').
The Quasi-pars will be denominated in pesos only.
The GDP-linked Securities will be denominated in the same
currency as the currency of the Pars, Discounts or Quasi-pars to
which they are initially attached.
Solely for purposes of the Oer, Argentina will treat Eligible
Securities originally denominated in a currency other than pesos
and governed by Argentine law as if they were denominated in the
currency in which they were originally issued.
Governing Law of the New
Securities

If the Eligible Securities you tender are not governed by Argentine


law, the governing law of any Pars or Discounts you receive will be
as follows:
Pars or Discounts denominated in U.S. dollars will be governed
by New York law,
Pars or Discounts denominated in euro will be governed by
English law,
Pars or Discounts denominated in pesos will be governed by
Argentine law.
If the Eligible Securities you tender are governed by Argentine
law, you may elect to receive Pars or Discounts governed only by
Argentine law (whether or not they are denominated in pesos).
The Quasi-pars will only be governed by Argentine law.
The GDP-linked Securities will be governed by the law that
governs the New Securities to which they are initially attached.

Minimum Tender Amount You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess of such minimum
denomination that are set forth in the terms of such Eligible
Securities.
You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding principal amount of the
Eligible Securities you tender for Quasi-pars is at least
U.S.$350,000, 200,000, 37,600,000, Ps.1,025,000, 4280,000 or
Sfr.435,000, as the case may be.
Limited Withdrawal Rights Tenders will be irrevocable and may not be withdrawn unless
Argentina:
extends the Submission Period of the Oer for more than 30
calendar days;
amends any of the nancial terms of the New Securities (such
as the maturity, principal amount or interest rate) or any of the
following terms of the Oer: exchange ratios, method or extent
of limitation on issuance of New Securities, method of allocation
of New Securities, including timing of expiration of the early
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tender period for allocation of Pars (except if Argentina extends


the early-tender period due to a postponement in the launch of
the Oer in any jurisdiction or in the launch of the oer in
Japan, if applicable, in either case resulting from a delay in
procuring any necessary regulatory approvals) or calculation of
the Eligible Amount; or
les or otherwise makes public an amendment, modication or
supplement to this prospectus supplement (or to a comparable
oering document used in any jurisdiction where the Oer is
being made) that contains a change in the information contained
in this prospectus supplement (or comparable oering document
used in any jurisdiction where the Oer is being made) that
Argentina, in its sole discretion, determines is material to the
tendering holders of Eligible Securities, except for any amendment, modication or supplement made solely for the purpose of
announcing the results of the Oer (including the allocation of
the New Securities or whether the limits on the issuance of Pars
or Quasi-pars have been reached).
In any of these cases, you will have the right to withdraw your
tender for a period of 15 calendar days from the date Argentina
rst publicly announces the granting of withdrawal rights. See
""Risk Factors Risk Factors Relating to the Oer Risks of
Participating in the Oer.''
Tender Procedures To participate in the Oer, you must submit, or arrange to have
submitted on your behalf, to a principal clearing system (as dened
below), by 4:15 P.M. (New York City time) on the Expiration
Date, a duly completed electronic acceptance notice. Your electronic acceptance notice must:
clearly state the type (Pars, Discounts or Quasi-pars) and
currency of New Securities you wish to receive in exchange for
the Eligible Securities you tender (except in the case of Par
Brady Bonds and Discount Brady Bonds, in which case you will
be deemed to have elected to receive Discounts). If you fail to or
incorrectly designate the type and currency of the New Securities you wish to receive, you will be deemed to have elected to
receive Discounts in the same currency as your tendered Eligible
Securities, except as provided above under ""Currency Denomination of the New Securities,'' and
clearly designate an account, as applicable, at the Depository
Trust Company, which we refer to as ""DTC,'' Euroclear Bank
S.A./N.V., as operator of the Euroclear System, which we refer
to as ""Euroclear,'' Clearstream Banking societ
e anonyme, which
we refer to as ""Clearstream, Luxembourg,'' or at Caja de
Valores S.A., which we refer to as ""Caja de Valores,'' where
your New Securities and any cash payment that you are entitled
to receive can be credited upon settlement of the Oer.
Eligible Securities tendered in the Oer will be ""blocked'' for
transfers to third parties pending settlement of the Oer.
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How to Participate if You Hold


Eligible Securities: The procedures you must follow to eectively tender Eligible
Securities depend upon the manner in which you hold your Eligible
Securities.
In Book-Entry Form

Benecial ownership of Eligible Securities held in electronic or


book-entry form generally represents an interest in a global security
that is registered in the name of a clearing system or such clearing
system's nominee. These benecial interests may be held directly if
you have an account with the relevant clearing system, or indirectly
through institutions, such as securities brokers and dealers, that
have an account with the relevant clearing system. We refer to
institutions that have an account with the relevant clearing system
as ""direct participants'' in such system. Only these direct participants may submit electronic acceptance notices to the relevant
clearing system. If you are not a direct participant, you (or your
broker, dealer, bank, trust company, trustee or other custodian on
your behalf) must arrange for the direct participant through which
you hold your Eligible Securities to submit an electronic acceptance notice on your behalf to the relevant clearing system.
Argentina has made special arrangements with certain clearing
systems that will allow these clearing systems to submit electronic
acceptance notices on behalf of tendering holders directly to the
exchange agent. These clearing systems will be able to perform this
function even with respect to the Eligible Securities that are not
registered in their name (or the name of their depositary nominee).
We refer to these clearing systems as the ""principal clearing
systems.'' These include: DTC, Caja de Valores, Clearstream AG,
Clearstream, Luxembourg, Euroclear, Monte Titoli S.p.A. and SIS
AG. For more information, you may contact the information agent.
For your tender of Eligible Securities to be eective, a direct
participant in a principal clearing system through which you tender
your Eligible Securities must submit an electronic acceptance
notice on your behalf to such principal clearing system prior to
4:15 P.M. (New York City time) on the Expiration Date. The
principal clearing systems will not submit to the exchange agent
any electronic acceptance notice they receive after this time.
For your tender of Eligible Securities to be eective, the principal
clearing system through which you tender your Eligible Securities
must deliver your duly completed electronic acceptance notice to the
exchange agent no later than three business days after the Expiration Date.
Upon receipt of your electronic acceptance notice, the principal
clearing system will submit your electronic acceptance notice to
the exchange agent.
The receipt of your electronic acceptance notice by a principal
clearing system will result in the blocking of your tendered Eligible
Securities in such clearing system. This will prevent you from
being able to transfer your tendered Eligible Securities to third
parties.
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Through DTC

Through Euroclear or Clearstream,


Luxembourg

The exchange agent and DTC have conrmed that the Oer is
eligible for DTC's Automated Tender Oer Program, or ""ATOP,''
system. Accordingly, if you hold Eligible Securities through DTC,
you may instruct DTC to make a book-entry transfer of your
tendered Eligible Securities into the exchange agent's account at
DTC and electronically submit your duly completed electronic
acceptance notice through DTC's ATOP system (if you are a
direct participant), or arrange to have a direct participant do so on
your behalf.
If you hold Eligible Securities through Euroclear or Clearstream,
Luxembourg, you may submit (if you are a direct participant), or
arrange to have a direct participant submit on your behalf, an
electronic acceptance notice in accordance with the procedures
established by Euroclear or Clearstream, Luxembourg, as applicable, to participate in this Oer. Participants should refer to the
respective notications of Euroclear and Clearstream, Luxembourg
for detailed information regarding tender procedures.

Through Caja de Valores

If you hold Eligible Securities through Caja de Valores, you may


submit (if you are a direct participant), or arrange to have a direct
participant submit on your behalf, an electronic acceptance notice
in accordance with the procedures established by Caja de Valores
for the Oer. You may contact Caja de Valores for assistance in
eecting your tender in accordance with the applicable procedures.

Through Other Clearing Systems

If you hold Eligible Securities through any other clearing system,


you must follow the procedures established and deadlines required
by such clearing system in order for your tender to be received by a
principal clearing system prior to 4:15 P.M. (New York City time)
on the Expiration Date. You may contact the information agent for
assistance in eecting your tender in accordance with the applicable procedures and deadlines.

Through a Custodian or Other


Securities Intermediary

In Physical Form

If your Eligible Securities are held in the name of a custodian or


other securities intermediary, such as a broker, dealer, bank,
trustee or trust company, you must contact such custodian or other
securities intermediary and instruct it to tender your Eligible
Securities on your behalf. You should contact your custodian or
other securities intermediary well in advance of the Expiration
Date, since your custodian or other securities intermediary may
have earlier deadlines by which it must receive your instructions in
order to have adequate time to meet the deadlines of the clearing
system through which your Eligible Securities are tendered.
Eligible Securities held in physical form may not be tendered
pursuant to the Oer. If you hold Eligible Securities in physical
form, you may only participate in the Oer by rst exchanging
your physical securities for an interest in the corresponding global
security, which will be recorded in book-entry form. This can be
accomplished by (i) selecting a broker, dealer, bank, trust company, trustee or other custodian that has a direct or indirect
account with the clearing system that acts as depositary for the
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global security corresponding to your physical certicate,


(ii) surrendering the physical certicates representing your Eligible
Securities to the trustee or scal agent for those securities, and
(iii) instructing the trustee or scal agent to exchange your
physical certicate for an interest in the corresponding global
security, specifying the account at the relevant clearing system
where your interest in the global security should be credited.
Upon receiving your physical certicates and instructions as specied above, the trustee or scal agent will exchange your physical
certicate for an interest in the corresponding global security, and
credit your custodian's account at the relevant clearing system.
Although your Eligible Securities will no longer be represented by
a separate physical certicate, your interest in the Eligible Securities will otherwise remain unchanged.
The process for converting physical securities into securities held in
book-entry form as provided above may entail some delay. Accordingly, if you hold your Eligible Securities in physical form and wish
to participate in the Oer, you should begin this process as soon as
possible.
Once you hold your Eligible Securities in electronic form, you will
be able to tender your Eligible Securities pursuant to the Oer in
accordance with the procedures set forth in this prospectus supplement under ""Terms of the Oer Tender Procedures If You
Hold Eligible Securities in Electronic or Book-Entry Form.''
In Bearer Form

Tenders of Eligible Securities held in bearer form will not be


accepted in the United States.

In Luxembourg

Holders of Eligible Securities in Luxembourg may contact the


Luxembourg exchange agent for assistance in eecting their tenders in accordance with these procedures.

Tax Consequences Please see the section entitled ""Taxation'' for important information regarding the possible U.S., Luxembourg and Argentine tax
consequences for tendering holders who exchange Eligible Securities for New Securities.
Restrictions Argentina is making the Oer only in those jurisdictions where it is
legal to make such oers, including in certain jurisdictions in
reliance on exemptions from approval by regulatory authorities.
See the ""Global Oering'', ""Certain Legal Restrictions'' and
""Jurisdictional Restrictions'' sections in this prospectus
supplement.
International Joint Dealer Managers Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC.
Information Agent Georgeson Shareholder Communications Inc. will act as information agent for the Oer. The address and telephone number of the
information agent can be found on the back cover page of this
prospectus supplement.
Exchange Agent The Bank of New York will act as exchange agent for the Oer.
The address and telephone number of the exchange agent can be
found on the back cover page of this prospectus supplement.
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Luxembourg Exchange Agent The Bank of New York (Luxembourg) S.A. will act as Luxembourg exchange agent for the Oer. The address and telephone
number of the Luxembourg exchange agent can be found on the
back cover page of this prospectus supplement.
Luxembourg Listing Agent Kredietbank S.A. Luxembourgeoise will act as Luxembourg listing
agent for the listing of the Pars, Discounts and GDP-linked
Securities on the Luxembourg Stock Exchange. The address and
telephone number of the Luxembourg listing agent can be found on
the back cover page of this prospectus supplement.
U.S. European Trustee The Bank of New York will act as trustee for holders of New
Securities governed by either New York law or English law. The
address and telephone number of the U.S.-European trustee can be
found on the back cover page of this prospectus supplement.
Retail Processing Fee Each retail processing dealer (as dened below) who successfully
processes tenders from a retail benecial owner (as dened below)
of DMA Eligible Securities (as dened in ""Plan of Distribution'')
will be eligible to receive a fee payable in U.S. dollars (which we
refer to as the ""retail processing fee'') from the international joint
dealer managers equal to:
0.03% for every U.S.$1 principal amount (or the equivalent in
another currency based on exchange rates in eect on December 31, 2003) of DMA Eligible Securities tendered by or on
behalf of such retail benecial owner and accepted pursuant to
the Oer, if 662/3% or less of the aggregate principal amount of
all DMA Eligible Securities is tendered and validly accepted by
Argentina, or
0.05% for every U.S.$1 principal amount (or the equivalent in
another currency based on exchange rates in eect on December 31, 2003) of DMA Eligible Securities tendered by or on
behalf of such retail benecial owner and accepted pursuant to
the Oer, if greater than 662/3% of the aggregate principal
amount of all DMA Eligible Securities is tendered and validly
accepted by Argentina.
Based on the exchange rates in eect on December 31, 2003, the
amounts in U.S. dollars to be paid are as follows:
Principal Amount Tendered and Accepted

Per
Per
Per
Per
Per
Per

100 U.S. dollars


100 euro
100 pounds sterling
100 Swiss francs
10,000 yen
100 pesos

If
participation
!66 2/3%

If
participation
H66 2/3%

0.03000
0.03776
0.05358
0.02417
0.02793
0.01028

0.05000
0.06293
0.08930
0.04029
0.04656
0.01714

The international joint dealer managers will pay the retail processing fee as provided above only if they (i) have received payment in
full of related fees and expenses due from Argentina in connection
with the Oer and (ii) such fees and expenses are not subject to
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litigation in connection with the Oer. Under no circumstances


will Argentina be liable for payment of the retail processing fee.
The retail processing fee will only be paid to each retail processing
dealer who is properly designated as a ""retail processing dealer'' by
registering as such with the information agent and providing all
necessary information. In addition, the international joint dealer
managers reserve the right to request additional information from
such a registrant in order to validate any retail processing fee
payment claims.
Only direct participants in the relevant clearing system will be
eligible to register as a retail processing dealer. If you are not a
direct participant, you must instruct the direct participant through
which you tender your Eligible Securities to register as a retail
processing dealer on your behalf.
A ""retail benecial owner'' of Eligible Securities is a benecial
owner of Eligible Securities that tenders Eligible Securities with
an aggregate principal amount of U.S.$250,000, 140,000,
27,000,000, 4200,000, Sfr.310,000, Ps.730,000 or less, as the case
may be.
Retail processing dealers who successfully process tenders from
retail benecial owners of Argentine Eligible Securities will be
eligible to receive a fee payable by the Argentine joint dealer
managers as described in the oering materials being used to
extend the Oer in Argentina.

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Summary of Options for Eligible Securities


(Other than Par Brady Bonds and Discount Brady Bonds)
The following chart summarizes the possible New Securities you could receive in exchange for your
Eligible Securities (other than Par Brady Bonds and Discount Brady Bonds) pursuant to the Oer:
If Your Eligible Security has:
Currency
Governing Law

U.S. Dollars

U.S. Dollars

Euro (or any


predecessor
currency
to the Euro)

Pounds Sterling

Swiss Francs

Yen

Yen**

Pesos

New York
English

You may receive:


Currency
Governing Law

U.S. Dollars

New York

Pesos

Argentine

U.S. Dollars

Argentine

Pesos

Argentine

Euro

English

Pesos

Argentine

Euro

English

Pesos

Argentine

Euro

English

Pesos

Argentine

Euro

English

Pesos

Argentine

Pesos

Argentine

Pesos

Argentine

Argentine

English
German
Italian
Spanish
New York
English

Swiss

English

Japanese

Argentine
English
New York

New Security

Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Quasi-pars
Pars
Discounts
Quasi-pars

Exchange Ratio*

1.000
0.337
2.918
0.983
2.040
1.000
0.337
2.918
0.983
2.040
1.000
0.337
3.672
1.238
2.567
1.419
0.478
5.211
1.756
3.642
0.640
0.216
2.351
0.792
1.643
0.740
0.249
2.717
0.916
1.899
2.717
0.916
1.899
1.000
0.337
0.699

* Calculated using exchange rates at December 31, 2003. In the case of yen-denominated Eligible Securities, the exchange ratio is
applied per 100.
** While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated securities
governed by Japanese law pursuant to the Oer, they will be able to do so pursuant to the oer in Japan, if conducted by Argentina.
Argentina, however, will only launch an oer in Japan after having received all necessary regulatory approvals from Japanese
authorities. (See ""Global Oering Oer in Japan'').

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Common Terms of The New Securities


The following terms will apply to all New Securities:
Issuer

The Republic of Argentina

Securities Oered

Pars due December 31, 2038:


U.S. dollar-denominated Pars (governed by New York law),
U.S. dollar-denominated Pars (governed by Argentine law),
Euro-denominated Pars (governed by English law), and
Peso-denominated Pars (governed by Argentine law).
Discounts due December 31, 2033:
U.S. dollar-denominated Discounts (governed by New York
law),
U.S. dollar-denominated Discounts (governed by Argentine
law),
Euro-denominated Discounts (governed by English law), and
Peso-denominated Discounts (governed by Argentine law).
Quasi-pars due December 31, 2045, denominated in pesos (governed by Argentine law).
GDP-linked Securities expiring no later than December 15, 2035,
initially attached to each series of Pars, Discounts and Quasi-pars.
Each GDP-linked Security will be denominated in the same
currency, and governed by the same law, as the Pars, Discounts or
Quasi-pars to which such GDP-linked Security is initially
attached.
The terms of the New Securities are described in greater detail
under ""Description of the New Securities'' in this prospectus
supplement.

Listing

Application has been made to list each series of Pars, Discounts


and GDP-linked Securities on the Luxembourg Stock Exchange,
and application will be made to list each series of New Securities
on the Buenos Aires Stock Exchange and on Mercado Abierto
Electronico.

Argentina intends to make an application to list each series of


euro-denominated and U.S. dollar-denominated Pars, Discounts
and GDP-linked Securities on a regulated market organized and
managed by Borsa Italiana S.p.A., provided all requirements for
such listing are met; however, we can oer no assurance that such
application, if made, will be approved before the Settlement Date
or at all.

Claim to Full Principal

The Pars, Discounts and Quasi-pars will represent a claim to their


full principal at maturity (plus accrued and unpaid interest) or
upon earlier acceleration in accordance with the terms thereof.
There are no principal payments in respect of the GDP-linked
Securities.
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Redemption

The New Securities will not be redeemable before maturity (although they may amortize or expire early as described below) and
will not be entitled to the benet of any sinking fund.

Rights Upon Future Oers

Under the terms of the Pars, Discounts and Quasi-pars, if following


the expiration of the Oer until December 31, 2014, Argentina
voluntarily makes an oer to purchase or exchange or solicits
consents to amend any Eligible Securities not tendered or accepted
pursuant to the Oer, Argentina has agreed that it will take all
steps necessary so that each holder of Pars, Discounts or Quasipars will have the right, for a period of at least 30 calendar days
following the announcement of such oer, to exchange any of such
holder's Pars, Discounts or Quasi-pars for the consideration in cash
or in kind received in connection with such purchase or exchange
oer or securities having terms substantially the same as those
resulting from such amendment process, in each case in accordance with the terms and conditions of such purchases, exchange
oer or amendment process. The right of tendering holders to
participate in any such transaction is subject to certain conditions
described under ""Description of the New Securities Rights
Upon Future Oers'' below.

Repurchase of New Securities and


Other Debt Obligations with Excess
Payment Capacity

Under the terms of the New Securities, Argentina undertakes to


apply the annual excess payment capacity (as dened below) for
any given calendar year through 2009 towards the repurchase of
any outstanding New Securities or other outstanding debt obligations (excluding Eligible Securities not tendered or accepted pursuant to the Oer, or any subsequent oer, nor resulting from
Eligible Securities amended subsequent to the settlement of the
Oer). Any such repurchased New Securities or other debt obligations will be cancelled.
""Annual excess payment capacity'' is the dierence between annual payment capacity (see table on page S-68) and the cash
amounts of principal and interest that Argentina is required to pay
in respect of any outstanding Pars, Discounts and Quasi-pars,
whether issued pursuant to the Oer or otherwise, in any given
calendar year. ""Annual payment capacity'' is Argentina's payment
obligations under the Pars, Discounts and Quasi-pars if it were to
achieve 100% holder participation in the Oer and were to issue, in
U.S. dollars, (i) the maximum aggregate principal amount of Pars
and Quasi-pars permissible under the terms set forth in this
prospectus supplement and (ii) Discounts to the extent demand for
Pars and Quasi-pars exceeded these limits. See ""Description of
New Securities Repurchase of New Securities and Other Debt
Obligations with Excess Payment Capacity'' for further details.
Argentina will determine within its sole discretion which New
Securities or other eligible debt obligations to repurchase. These
repurchases will be conducted, at Argentina's sole discretion,
through a bidding process in which holders of New Securities or
other eligible debt obligations are invited to present competing
oers for the sale of their New Securities or other eligible debt
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obligations, in the secondary market or otherwise. No holder of


New Securities will be entitled to demand that Argentina so
repurchase or oer to repurchase such holder's New Securities.
Argentina will announce any such repurchases to be conducted
through a bidding process by publishing prior notice in various
newspapers as described under ""Description of the New Securities Notices.''
Repurchase of New Securities with
Excess GDP Under the terms of the New Securities, in respect of any reference
year from 2005 through 2010, Argentina undertakes to apply
towards the repurchase of any outstanding New Securities, 5% of
the Excess GDP for the relevant reference year. All New Securities so repurchased will be cancelled. Such repurchases would take
place during the calendar year following the calculation date (as
dened below) for the relevant reference year.
Argentina will determine within its sole discretion which New
Securities to repurchase. These repurchases will be conducted, at
Argentina's sole discretion, through a bidding process in which
holders of New Securities are invited to present competing oers
for the sale of their New Securities, in the secondary market or
otherwise. No holder of New Securities will be entitled to demand
that Argentina so repurchase or oer to repurchase such holder's
New Securities. Argentina will announce any such repurchases to
be conducted through a bidding process by publishing prior notice
in various newspapers as described under ""Description of the New
Securities Notices.''
Denomination

The New Securities will be issued in denominations of one unit of


the currency in which they are denominated and integral multiples
thereof.

Form and Settlement Argentina will issue each of the New Securities in the form of one
or more fully registered global securities, which will clear and settle
as follows:
U.S. dollar-denominated New Securities (excluding U.S. dollardenominated New Securities governed by Argentine law). Will
be registered in the name of a nominee of DTC and deposited
with a custodian for DTC. You may hold a benecial interest
directly if you have an account with DTC or indirectly through a
nancial institution that has an account with DTC. Each of
Euroclear and Clearstream, Luxembourg participate in DTC
through their New York depositaries, which act as links between
the clearing systems. Caja de Valores has an account with DTC.
Euro-denominated New Securities. Will be registered in the
name of a nominee of a common depositary for Clearstream,
Luxembourg and Euroclear and deposited with that common
depositary. You may hold a benecial interest directly if you
have an account with Clearstream, Luxembourg or Euroclear or
indirectly through a nancial institution that has an account with
either of these clearing systems. Caja de Valores has an account
with each of these clearing systems.
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Peso-denominated New Securities (including Quasi-pars) and


U.S. dollar-denominated New Securities governed by Argentine
law. Will be deposited with and registered in the name of
CRYL. You may hold a benecial interest directly through an
account with CRYL or indirectly through any institution that
has an account with CRYL. Caja de Valores has an account
with CRYL. Each of Euroclear and Clearstream, Luxembourg
has an account with an Argentine depositary, which acts as a
link with Caja de Valores.
Taxation

For a discussion of the Argentine, Luxembourg and United States


tax consequences associated with the New Securities, see ""Taxation.'' Tendering holders should consult their own tax advisors in
determining the Argentine, Luxembourg, United States federal,
state, local and any other tax consequences to them of ownership
and disposition of the New Securities.

The following terms will apply only to New Securities governed by New York law or English law:
Additional Amounts

Argentina will make payments of principal and interest in respect


of the New Securities without withholding or deduction for or on
account of any present or future Argentine taxes, duties, assessments or governmental charges of whatever nature except as set
forth in ""Description of Securities Additional Amounts'' in the
accompanying prospectus.

Further Issues

Argentina may, from time to time without the consent of holders of


the New Securities governed by New York law or English law,
create and issue additional debt securities ranking pari passu with
the New Securities and having the same terms and conditions as
any series of the New Securities, or the same terms and conditions
except for the amount of the rst payment of interest on such
additional debt securities. Argentina may also consolidate the
additional debt securities to form a single series with any outstanding series of New Securities.
Any such additional debt securities, however, may not have, for
purposes of U.S. federal income taxation, a greater amount of
original issue discount than the relevant series of New Securities
have as of the date of the issuance of such additional debt
securities.

Seniority

New Securities governed by New York law or English law will be


direct, unconditional, unsecured and unsubordinated obligations of
Argentina, and will rank pari passu and without preference among
themselves and at least equally with all of Argentina's other present
and future unsecured and unsubordinated External Indebtedness
(as dened in the accompanying prospectus under ""Description of
the Securities Negative Pledge'').

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The following terms will apply only to New Securities governed by Argentine law:
Ination Adjustment

The outstanding principal amount of all Pars, Discounts and


Quasi-pars denominated in pesos will be adjusted for ination
based on the Coeciente de Estabilizacion
de Referencia, or
""CER,'' a unit of account whose value in pesos is indexed to
consumer price ination in Argentina, as measured by changes in
the consumer price index, or ""CPI.'' The CER is published by the
Central Bank on a monthly basis. The amount of principal amortizations on any Pars, Discount or Quasi-pars will be adjusted over
time to reect the CER-adjusted principal amount of these securities. Likewise, the amount of interest that accrues on these securities will be determined on the CER-adjusted principal amount.
The CER-adjusted principal amount of any peso-denominated
Pars, Discount or Quasi-pars will be determined by the Oce of
National Public Credit of the Ministry of Economy and Production
of Argentina prior to the date on which any principal and/or
interest payments on such securities is due (in the case of interest,
whether payable in cash or capitalized). The Oce of National
Public Credit will determine this CER-adjusted principal amount
by multiplying (x) the original principal amount of the pesodenominated Pars, Discounts or Quasi-pars as of December 31,
2003, by (y) a fraction, the numerator of which is equal to the
CER corresponding to the 10-day period immediately preceding
the relevant payment date, and the denominator of which is the
CER corresponding to the 10-day period immediately preceding
December 31, 2003. Argentina will announce any such adjustments
to the outstanding principal amount of any peso-denominated Pars,
Discounts or Quasi-pars at least annually by publishing notices in
relevant newspapers, as necessary, as described under ""Description
of the New Securities Notices.''

Further Issues

Absence of Certain Covenants under


New Securities governed by Argentine
Law

New Securities governed by Argentine law (including all Quasipars) do not contain provisions restricting Argentina's ability to
create and issue additional debt securities ranking pari passu with
the New Securities or having the same terms and conditions as any
series of the New Securities.

New Securities governed by Argentine law, including all Quasipars, will be issued under an Argentine government decree that will
not contain certain covenants granted to holders of New Securities
governed by New York law or English law. Argentina will have no
obligation with respect to New Securities governed by Argentine
law (including any Quasi-pars) to pay additional amounts for any
withholding of Argentine taxes, duties or assessments on payments
of principal or interest on such New Securities. Nor will New
Securities governed by Argentine law include certain of the covenants set forth in the accompanying prospectus, such as negative
pledge or events of default.

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If you fail to or incorrectly designate the currency in which you want your Pars or Discounts to be
denominated, you will be deemed to have elected to receive your Pars or Discounts in the same currency as
your tendered Eligible Securities, except that:
if your tendered Eligible Securities were originally denominated in pounds sterling, Swiss francs,
Japanese yen (except for Eligible Securities governed by Japanese law) or any predecessor currency to
the euro, you will be deemed to have elected to receive your Pars or Discounts in euro, or
if your Eligible Securities were originally denominated in Japanese yen and governed by Japanese law,
you will be deemed to have elected to receive your Pars or Discounts in pesos.
While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to
receive yen-denominated New Securities governed by Japanese law pursuant to the Oer, they will be able to
do so pursuant to the oer in Japan, if conducted by Argentina. Argentina, however, will only launch an oer
in Japan after having received all necessary regulatory approvals from Japanese authorities. (See ""Global
Oering Oer in Japan'').
Solely for purposes of the Oer, Argentina will treat Eligible Securities originally denominated in a
currency other than pesos and governed by Argentine law as if they were denominated in the currency in
which they were originally issued.
Quasi-pars
The Quasi-pars will be denominated in pesos only.
GDP-linked Securities
The GDP-linked Securities will be denominated in the same currency as the currency of the Pars,
Discounts or Quasi-pars to which they are initially attached. However, underlying calculations to determine
the amount of payments under the GDP-linked Securities will be performed in pesos and the resulting
amounts will be converted into the payment currency as described below under ""Description of the New
Securities General Terms of the GDP-linked Securities.''
Minimum Tender Determination
You must tender your Eligible Securities in the minimum denomination and the integral multiples in
excess of such minimum denomination that are set forth in the terms of such Eligible Securities.
You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding
principal amount of the Eligible Securities you tender for Quasi-pars is at least U.S.$350,000, 200,000,
37,600,000, Ps.1,025,000, 4280,000 or Sfr.435,000, as the case may be.
Expiration of Oer, Termination, Amendments
The Oer will expire at 4:15 P.M. (New York City time), February 25, 2005, unless Argentina in its sole
discretion extends it or terminates it earlier, in accordance with the terms described in this prospectus
supplement.
At any time before Argentina announces on the Announcement Date the acceptance of any tenders (in
the manner specied below under "" Acceptance of Tenders''), Argentina may, in its sole discretion and to
the extent permitted by the applicable laws, rules and regulations of each jurisdiction in which the Oer is
being made:
terminate the Oer, including with respect to tenders submitted prior to the time of the termination,
extend the Oer past the originally scheduled Expiration Date,
withdraw the Oer from any one or more jurisdictions, or
amend the Oer, including amendments in any one or more jurisdictions.
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Subject to applicable law, Argentina will announce any such termination, extension, withdrawal or
amendment of the Oer as described below under "" Announcements.'' In addition, subject to applicable
law, Argentina will inform the Luxembourg Stock Exchange and the CSSF of any amendments to the Oer
and will publish notices in a newspaper with general circulation in Luxembourg (which Argentina expects to
be the Luxemburger Wort or the Tageblatt) announcing such amendments.
Irrevocability; Limited Withdrawal Rights
Tenders will be irrevocable and may not be withdrawn unless Argentina:
extends the Submission Period of the Oer for more than 30 calendar days;
amends any of the nancial terms of the New Securities (such as the maturity, principal amount or
interest rate) or any of the following terms of the Oer:
exchange ratios,
method or extent of limitation on issuance of New Securities,
method of allocation of New Securities, including timing of expiration of the early-tender period for
allocation of Pars (except if Argentina extends the early-tender period due to a postponement in the
launch of the Oer in any jurisdiction or in the launch of the oer in Japan, if applicable, in either
case resulting from a delay in procuring any necessary regulatory approvals), or
calculation of Eligible Amount; or
les or otherwise makes public an amendment, modication or supplement to this prospectus
supplement (or to a comparable oering document used in any jurisdiction where the Oer is being
made) that contains a change in the information contained in this prospectus supplement (or to a
comparable oering document used in any jurisdiction where the Oer is being made) that Argentina,
in its sole discretion, determines is material to the tendering holders of Eligible Securities, except for
any amendment, modication or supplement made solely for the purpose of announcing the results of
the Oer (including the allocation of the New Securities or whether the limits on the issuance of Pars
or Quasi-pars have been reached).
In any of these cases, you will have the right to withdraw your tender for a period of 15 calendar days
from the date Argentina rst publicly announces (by means of a press release through the news services, as
dened in "" Terms of the Oer Announcements'') the granting of withdrawal rights.
To eectively withdraw your tender, subject to the limitations described above, you must follow the
procedures set forth below under "" Procedures for Withdrawal of Tenders.''
Acceptance of Tenders
Argentina has not conditioned its acceptance of tenders or the consummation of the Oer on any
minimum level of participation by holders of Eligible Securities. Argentina reserves the right not to accept
tenders in its sole discretion.
If Argentina elects to accept tenders of Eligible Securities submitted pursuant to the Oer, it will, at or
around 5:00 P.M. (New York City time) on the Announcement Date, announce on the Oer Website, by
press release issued to Bloomberg News and the Reuters News Service, which we refer to as the ""news
services,'' by publication in a newspaper with general circulation in Luxembourg (which is expected to be the
Luxemburger Wort or the Tageblatt) and through publication in the form and manner required in certain
jurisdictions outside the United States:
the aggregate principal amount of Eligible Securities duly tendered and accepted by Argentina for
exchange,
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the aggregate principal amount of New Securities of each series to be issued in the Oer, and
information concerning the allocation of Pars and Quasi-pars.
You may obtain such information by contacting the information agent. In addition, Argentina will notify
the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electronico

of
the results of the Oer, and, subject to applicable law, will publish the results of the Oer as described below
under "" Announcements.'' Argentina may also publish information concerning tenders in certain
non-U.S. jurisdictions (as described under ""Global Oering'' above) prior to the Announcement Date, in the
manner and to the extent required in those jurisdictions.
The Announcement Date may be postponed by Argentina for any reason, including if the Submission
Period is extended. Once Argentina has announced the acceptance of tenders on the Announcement Date as
provided above, Argentina's acceptance will be irrevocable. Tenders, as so accepted, shall constitute binding
obligations of the submitting holders and Argentina to settle the exchange, in the manner described under
"" Settlement'' below.
If Argentina terminates the Oer without accepting any tenders, or does not accept your tender, it will
return the Eligible Securities not accepted to the tendering holders as provided below under "" Procedures
Upon Rejection of Tenders and Termination of Oer.''
Tender Procedures
If you wish to participate in the Oer, you must submit, or arrange to have submitted on your behalf, to a
principal clearing system (as dened below) by 4:15 P.M. (New York City time) on the Expiration Date, a
duly completed electronic acceptance notice. Your electronic acceptance notice must:
clearly state the type (Pars, Discounts or Quasi-pars) and, where applicable, currency of New
Securities you wish to receive in exchange for the Eligible Securities you tender (except in the case of
Par Brady Bonds and Discount Brady Bonds, in which electronic acceptance notices Discounts will be
deemed to have been elected), and
clearly designate an account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as
applicable, where your New Securities and any cash payment you are entitled to receive can be
credited upon settlement of the Oer Date (see "" You Must Hold an Account, Either Directly or
Indirectly, at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, to Receive New
Securities Upon Settlement of the Oer'' below for further information).
If you fail to or incorrectly designate the type and currency of the New Securities you wish to receive,
you will be deemed to have elected to receive Discounts in the same currency as your tendered Eligible
Securities, except as provided above under ""Currency Denomination of the New Securities.''
Eligible Securities tendered in the Oer will be ""blocked'' for transfers to third parties pending
settlement.
The exchange agent is the entity responsible for, among other things, receiving and processing tenders
made by holders pursuant to the Oer through their respective clearing systems and, at the settlement of the
Oer, delivering the New Securities to the tendering holders. The procedures you must follow to eectively
tender Eligible Securities depend upon the manner in which you hold your Eligible Securities. We summarize
these procedures below. Summary diagrams of the chain-of-tender procedures are also included in Annexes D-1 and D-2 to this prospectus supplement.
If you have any questions regarding the process by which you can tender Eligible Securities, you may
contact the information agent at the phone number listed on the back cover of this prospectus supplement.
If You Hold Eligible Securities in Electronic or Book-Entry Form
We set forth below a description of the procedures generally applicable for tenders of Eligible Securities
held in electronic or book-entry form, followed by a brief summary of specic tender procedures applicable to
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certain clearing systems. In any event, it is your responsibility to inform yourself of, and arrange for timely
tender of your Eligible Securities in accordance with, the procedures applicable to the clearing system
through which you tender your Eligible Securities.
General Procedures
Benecial ownership of Eligible Securities held in electronic or book-entry form generally represents an
interest in a global security that is registered in the name of a clearing system or such clearing system's
nominee. These benecial interests may be held directly if you have an account with the relevant clearing
system, or indirectly through institutions, such as securities brokers and dealers, that have an account with the
relevant clearing system. We refer to institutions that have an account with the relevant clearing system as
""direct participants'' in such system. Only these direct participants may submit electronic acceptance notices
to the relevant clearing system. If you are not a direct participant, you (or your broker, dealer, bank, trust
company, trustee or other custodian on your behalf) must arrange for the direct participant through which you
hold your Eligible Securities to submit an electronic acceptance notice on your behalf to the relevant clearing
system.
Argentina has made special arrangements with certain clearing systems that will allow these clearing
systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent.
These clearing systems will be able to perform this function even with respect to the Eligible Securities that
are not registered in their name (or in the name of their depositary nominee). We refer to these clearing
systems as the ""principal clearing systems.'' They include: DTC, Caja de Valores, Clearstream AG,
Clearstream, Luxembourg, Euroclear, Monte Titoli S.p.A. and SIS AG. For more information you may
contact the information agent. Argentina has designated each of these clearing systems as a principal clearing
system for purposes of the Oer, either because Eligible Securities are registered in the name of such clearing
system (or a nominee of its depositary) or Argentina expects a substantial number of tenders to be submitted
through such clearing system.
For your tender to be eective, a direct participant in a principal clearing system through which you
tender your Eligible Securities must submit an electronic acceptance notice on your behalf to the relevant
principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. The principal
clearing systems will not submit to the exchange agent any electronic acceptance notice they receive after
this time.
Upon receipt of your electronic acceptance notice, the principal clearing system will submit your
electronic acceptance notice to the exchange agent. The receipt of your electronic acceptance notice by a
principal clearing system will result in the blocking of your tendered Eligible Securities in such clearing
system. This will prevent you from being able to transfer your tendered Eligible Securities to third parties.
The exchange agent will establish an account at each of the principal clearing systems for purposes of
receiving tenders of Eligible Securities pursuant to the Oer. The receipt of your electronic acceptance notice
by the principal clearing system will constitute instructions to make a book-entry transfer of your tendered
Eligible Securities into the exchange agent's account at such clearing system. Your tendered Eligible
Securities will be held in the exchange agent's account pending settlement of the exchange on the Settlement
Date. Upon performing the book-entry transfer of your tendered Eligible Securities into the exchange agent's
account, the principal clearing system will deliver to the exchange agent a conrmation of such book-entry
transfer.
None of Argentina, any international joint dealer manager, the information agent, the exchange agent or
the Luxembourg exchange agent will be responsible for ensuring that any electronic acceptance notice is
submitted to or accepted by a principal clearing system or for ensuring that the book-entry transfer into the
exchange agent's account at the relevant clearing system is eected. If your tendered Eligible Securities are
not transferred into the exchange agent's account at the relevant principal clearing system prior to three
business days after the Expiration Date, your tender will be deemed invalid.
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By submitting a valid electronic acceptance notice to a principal clearing system, tendering holders, and
the relevant direct participant on their behalf, shall be deemed to have made the representations and
warranties set forth below under "" Representations, Warranties and Undertakings relating to Tenders of
Eligible Securities'' to Argentina, the international joint dealer managers, the information agent, the exchange
agent and the Luxembourg exchange agent.
Special Instructions for Tenders Through DTC
If your Eligible Securities are held or registered in the name of a nominee of DTC, and you do not hold
your benecial interest in these securities through any other principal clearing system, you may submit your
tender directly through DTC using DTC's Automated Tender Oer Program (""ATOP'') system. To
eectively tender any such Eligible Securities, you must:
instruct DTC (if you are a direct participant in DTC), or arrange to have a direct participant in DTC
instruct DTC on your behalf, to make a book-entry transfer of the Eligible Securities you tender into
the exchange agent's account at DTC, in accordance with DTC procedures for such transfers, and
electronically transmit to DTC (if you are a direct participant in DTC), or arrange to have a direct
participant in DTC electronically transmit to DTC on your behalf, your duly completed electronic
acceptance notice through the ATOP system.
Upon completion of these steps, Argentina expects DTC to transfer the Eligible Securities you tender
into the exchange agent's account at DTC, to deliver to the exchange agent a conrmation of such book-entry
transfer and, upon verifying your acceptance, to send an ""agent's message'' to the exchange agent for its
acceptance of your tender. An ""agent's message'' is a message transmitted by DTC to, and received by, the
exchange agent as part of DTC's conrmation of the book-entry transfer of your Eligible Securities to the
exchange agent's account at DTC. The ""agent's message'' will state that:
DTC has received an express acknowledgment from a DTC participant tendering Eligible Securities on
behalf of the holder of such Eligible Securities,
such DTC participant has received and agrees to be bound by the terms and conditions of the Oer as
set forth in this prospectus supplement and the accompanying prospectus, including the representations
and warranties set forth under "" Representations, Warranties and Undertakings relating to Tenders
of Eligible Securities,'' and
Argentina may enforce such agreement against the DTC participant.
For your tender through DTC to be eective, the exchange agent must receive (i) an agent's message as
described above no later than three business days after the Expiration Date, and (ii) a conrmation of the
book-entry transfer of your Eligible Securities into the exchange agent's account at DTC no later than three
business days after the Expiration Date.
Additional Information for Tenders Through Euroclear or Clearstream, Luxembourg
If you hold Eligible Securities through Euroclear or Clearstream, Luxembourg you may submit (if you
are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic
acceptance notice in accordance with the procedures established by Euroclear or Clearstream, Luxembourg,
as applicable, to participate in this Oer. Participants should refer to the respective notications of Euroclear
and Clearstream, Luxembourg for detailed information regarding tender procedures.
Additional Information for Tenders Through Caja de Valores
If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant),
or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance
with the procedures established by Caja de Valores to participate in this Oer. You may contact Caja de
Valores for assistance in eecting your tender in accordance with the applicable procedures.
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Procedures for Submitting Tenders of Eligible Securities Held Through Any Other Clearing System
If you hold Eligible Securities through any other clearing system, you must follow the procedures
established and deadlines required by such clearing system in order for your tender to be received by a
principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. You may contact
the information agent for assistance in eecting your tender in accordance with the applicable procedures and
deadlines for such other clearing systems.
If You Hold Eligible Securities Through a Custodian or Other Securities Intermediary
If your Eligible Securities are held in the name of a custodian or other securities intermediary, such as a
broker, dealer, bank, trust company or trustee, you must contact such custodian or other securities
intermediary and instruct it to tender your Eligible Securities on your behalf. You should contact your
custodian or other securities intermediary well in advance of the Expiration Date, since your custodian may
have earlier deadlines by which it must receive your instructions in order to have adequate time to meet the
deadlines of the clearing system through which your Eligible Securities are tendered.
A form of paper acceptance notice that you may use to send your instructions to your custodian is
included in Annex G to this prospectus supplement. This form may not be used to submit tenders directly to
the exchange agent, which will only accept notices in electronic form. You should check with your custodian
before using the paper acceptance notice included in Annex G to this prospectus supplement, since your
custodian may require you to deliver your instructions in another manner.
If You Hold Eligible Securities in Physical Form
Eligible Securities held in physical form may not be tendered pursuant to the Oer.
If you hold Eligible Securities in physical form, you may only participate in the Oer by rst exchanging
your physical securities for an interest in the corresponding global security, which will be recorded in bookentry form. This can accomplished by taking the following steps:
select a broker, dealer, bank, trust company, trustee or other custodian that has a direct or indirect
account with the clearing system that acts as depositary for the global security corresponding to your
physical certicate,
surrender the physical certicates representing your Eligible Securities to the trustee or scal agent for
those securities in accordance with the procedures set forth in the scal agency agreement, trust deed
or equivalent document governing your Eligible Securities, and
instruct the trustee or scal agent to exchange the ownership interest represented by your physical
certicate for an interest in the corresponding global security, specifying the account at the relevant
clearing system where your interest in the global security should be credited (you should obtain this
account information from the custodian you selected).
Upon receiving the physical certicates representing your Eligible Securities and your instructions as
specied above, the trustee or scal agent will then take steps to increase the balance outstanding on the global
security corresponding to your Eligible Securities and credit your ownership interest in that global security to
the account at the relevant clearing system designated by you. Upon completing the steps set forth above, the
principal amount and all other terms and conditions of your Eligible Securities will remain unchanged, except
that your ownership of your Eligible Securities will no longer be represented by a separate physical certicate,
but instead will be recorded through an electronic book entry at the relevant clearing system and held through
your custodian.
The process for converting physical securities into securities held in book-entry form as provided above
may entail some delay. Accordingly, if you hold your Eligible Securities in physical form and wish to
participate in the Oer, you should begin this process as soon as possible.
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Once you hold your Eligible Securities in electronic form, you will be able to tender your Eligible
Securities pursuant to the Oer in accordance with the procedures set forth in this prospectus supplement
under ""Terms of the Oer Tender Procedures If You Hold Eligible Securities in Electronic or BookEntry Form.''
If You Hold Eligible Securities in Bearer Form
Tenders of Eligible Securities held in bearer form will not be accepted in the United States.
Procedures for Luxembourg Holders
The Luxembourg exchange agent will perform its duties with respect to tenders submitted in Luxembourg through its oce located at the following address:
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
1A Hoehenhof,
L-1736 Senningerberg,
Luxembourg
If you are in Luxembourg, you may contact the information agent at the address and phone number listed
above for assistance in completing any of the tender procedures described in this prospectus supplement.
Procedures for Holders of Certain Strippable Securities
In order to eectively tender any of the following strippable Eligible Securities, holders of these securities
must reconstitute the original strippable security (including each interest and principal payment) by
submitting to Caja de Valores all interest and principal coupons corresponding to such strippable security:
ISIN: ARARGE030122 Bonex 92;
ISIN: ARARGE044404 Bonex 92, Mar 2002 interest coupon;
ISIN: ARARGE033217 Debt Consolidation Bonds, 5th Series (Pro 10);
ISIN: ARARGE043836 Debt Consolidation Bonds, 5th Series (Pro 10) interest coupon;
ISIN: ARARGE033225 Debt Consolidation Bonds, 5th Series (Pro 9); or
ISIN: ARARGE043844 Debt Consolidation Bonds, 5th Series (Pro 9) Jan 2002 payment coupon.
Tendering holders who wish to tender any of the strippable securities listed above pursuant to the Oer, but
who are incapable of reconstituting the original strippable security, must tender to Caja de Valores the interest
and principal coupons corresponding to such strippable security in their possession and an amount of cash
equal to the aggregate face value of each interest and principal coupon that is not tendered. Upon receiving all
interest and principal coupons of the strippable security and cash in lieu of any missing interest and principal
coupons, Caja de Valores will liaise with the exchange agent to tender the reconstituted strippable securities
on your behalf.
Procedures for Holders of Tax Credit Certicates
If you hold a tax credit certicate (certicado de credito

scal, or ""CCF'') issued by Argentina pursuant


to Decree Nos. 1005/01 or 1226/01, or CCF Letes issued by Argentina pursuant to Decree No. 1005/01, and
wish to tender the Eligible Securities corresponding to those certicates, you must rst obtain such underlying
Eligible Security by depositing the corresponding CCFs or CCF Letes with Caja de Valores in accordance
with the procedures Caja de Valores has established for this purpose. You may then tender the underlying
Eligible Securities in accordance with the terms of the Oer.
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Eectiveness of Tenders
For your tender of Eligible Securities to be eective:
(1) your duly completed electronic acceptance notice must be received by the principal clearing system
through which you tender your Eligible Securities no later than 4:15 P.M. (New York City time) on
the Expiration Date;
(2) the principal clearing system through which you tender your Eligible Securities must deliver your
duly completed electronic acceptance notice to the exchange agent no later than three business days
after the Expiration Date; and
(3) your tendered Eligible Securities must be transferred into the exchange agent's account at the
principal clearing system through which you tender your Eligible Securities no later than three
business days after the Expiration Date.
You and the principal clearing system through which you tender your Eligible Securities are responsible
for arranging the valid and timely delivery of the electronic acceptance notice to the exchange agent. None of
Argentina, any international joint dealer manager, the information agent, the Luxembourg exchange agent or
the exchange agent will be responsible for the submission of tenders by:
holders (or brokers, dealers, banks, trust companies, trustees or other custodians on their behalf) to
direct participants in a principal clearing system;
direct participants (whether on their own behalf or on behalf of holders who are not direct participants)
to the principal clearing systems; or
the principal clearing systems to the exchange agent.
Delivery of documents to a custodian, direct participant or clearing system (including the principal
clearing systems) does not constitute delivery to the exchange agent or the Luxembourg exchange agent and is
not sucient for an eective tender. Argentina can oer no assurance that any custodian, direct participant or
clearing system (including the principal clearing systems) will follow the procedures outlined above for
purposes of eecting your tender of Eligible Securities, as these procedures are entirely within such parties'
discretion.
Representations, Warranties and Undertakings relating to Tenders of Eligible Securities
By submitting a valid electronic acceptance notice or otherwise validly accepting the terms of the Oer,
you, and (if applicable) the relevant direct participant on your behalf, shall be deemed to acknowledge,
represent, warrant and undertake to Argentina, the information agent, the exchange agent, the Luxembourg
exchange agent and the international joint dealer managers, on each of the dates such notice is submitted, the
Expiration Date and the Settlement Date, that:
1. you have received and reviewed the prospectus supplement and the accompanying prospectus,
2. you accept the Oer in respect of the principal amount of Eligible Securities tendered in your
electronic acceptance notice, subject to the terms and conditions of the Oer as set forth in the
prospectus supplement,
3. subject to and eective upon exchange by Argentina of the Eligible Securities tendered in your
electronic acceptance notice, you renounce all right, title and interest in and to all such Eligible
Securities exchanged by or at the direction of Argentina, and waive and release Argentina and the
trustee or scal agent for such Eligible Securities from any and all claims you may have, now or in
the future, arising out of or related to the Oer and such Eligible Securities, including, without
limitation, any claims that you are entitled to receive additional principal or interest payments with
respect to such Eligible Securities (other than as expressly provided in this prospectus supplement),
4. all authority conferred or agreed to be conferred pursuant to your representations, warranties and
undertakings and all of your obligations shall be binding upon your successors, assigns, heirs,
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executors, trustees in bankruptcy and legal representatives and shall not be aected by, and shall
survive, your death or incapacity,
5. you are solely liable for any taxes and similar or related payments imposed on you under the laws of
any applicable jurisdiction as a result of your participation in the Oer and agree that you will not and
do not have any right of recourse (whether by way of reimbursement, indemnity or otherwise)
against Argentina, any international joint dealer manager, the information agent, the exchange agent,
the Luxembourg exchange agent, the trustee and/or scal agent of the Eligible Securities, the
U.S.-European trustee or any other person in respect of such taxes and payments,
6. you are a person for whom it is lawful to participate in the Oer under applicable securities laws,
7. you have full power and authority to submit for exchange and transfer the Eligible Securities
tendered in your electronic acceptance notice and if such Eligible Securities are accepted for
exchange by Argentina, such Eligible Securities will be transferred to, or to the order of, Argentina
with full title free from all liens, charges and encumbrances, not subject to any adverse claim and
together with all rights attached thereto,
8. you will, upon request, execute and deliver any additional documents and/or do such other things
deemed by Argentina or the exchange agent to be necessary or desirable to complete the transfer and
cancellation of the Eligible Securities tendered in your electronic acceptance notice or to evidence
your power and authority to so tender and transfer such Eligible Securities,
9. you hold, and will hold, until the time of settlement on the Settlement Date, the Eligible Securities
you have tendered blocked in the clearing system through which such securities are held and, in
accordance with the requirements of such clearing system and by the deadline established by such
clearing system, have taken all steps necessary to authorize the blocking of your tendered Eligible
Securities with eect on and from the date your electronic acceptance notice is received by such
clearing system; and, pending the transfer of such Eligible Securities on the relevant Settlement Date
to Argentina or as instructed by Argentina, no transfers of such Eligible Securities may be eected,
10. your Eligible Securities are not the subject of any proceedings against Argentina or the trustee or
scal agent of such Eligible Securities before any court or arbitral tribunal (including claims for
payment of past due interest, principal or any other amount sought in connection with your tendered
Eligible Securities or for compensation of lawyers' costs and court fees), except that, to the extent
that your tendered Eligible Securities are the subject of such proceedings, you agree to abandon the
proceedings if and to the extent that your tendered Eligible Securities are exchanged by or at the
direction of Argentina,
11. to the extent that you have obtained a judgment from any court or tribunal with respect to your
tendered Eligible Securities (including judgments requiring Argentina to make payment of past due
interest, principal or any other amount sought in connection with your tendered Eligible Securities or
for compensation of lawyers' costs and court fees), you hereby irrevocably waive the right to enforce
such judgment against Argentina or the trustee or scal agent of such Eligible Securities if and to the
extent that your tendered Eligible Securities are exchanged by or at the direction of Argentina, and
12. you hereby irrevocably waive all rights awarded and any assets attached for your benet through any
prejudgment attachment ordered by any court against Argentina or the trustee or scal agent of such
Eligible Securities in connection with your tendered Eligible Securities (including claims for
payment of past due interest or any other amount sought in connection with your tendered Eligible
Securities and legal costs) if and to the extent that your tendered Eligible Securities are exchanged
by or at the direction of Argentina.

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Special Tender Procedures With Respect to the Allocation of Pars


Argentina has established the following tender procedures for purposes of implementing the allocation of
Pars described above under "" Limitations on Issuance and Allocation of New Securities Limits on and
Allocation of Pars.'' These procedures apply only to holders that elect to receive Pars pursuant to the Oer.
For each tendering holder's account, if you tender an Eligible Security in an outstanding principal amount
in excess of U.S.$50,000 equivalent, the custodian through which you hold your Eligible Securities will be
required to split your tender into two tranches:
one tranche (which we refer to as ""tranche A'') will comprise the outstanding principal amount of your
tendered Eligible Security up to and including U.S.$50,000 equivalent;
the second tranche (which we refer to as ""tranche B'') will comprise the outstanding principal amount
of your tendered Eligible Security in excess of U.S.$50,000 equivalent.
To the extent possible, for each security tendered your custodian will group all tranche A tenders and all
tranche B tenders from various holder accounts into two separate baskets (which we refer to as ""basket A''
and ""basket B,'' respectively), and submit those tenders to the relevant clearing system or intermediate
custodian, as the case may be.
To benet from an early tender allocation of Pars, your duly completed acceptance notice must be
received by a principal clearing system through which you tender your Eligible Securities, in the manner
dened by such principal clearing system, by no later than the Early-tender Deadline.
The clearing systems, direct participants and custodians may prejudice a tendering holder's ability to
receive Pars if they do not comply with the tendering procedures described above. None of Argentina, any
international joint dealer manager, the information agent, the exchange agent or the Luxembourg exchange
agent will be responsible for any failure by any such custodian to comply with these tendering procedures.
Additionally, each of the international joint dealer managers and Argentina may request further information to
conrm the eligibility of each custodian basket A or basket B submission.
Special Tender Procedures With Respect to the Allocation of Quasi-pars
For purposes of implementing the allocation of Quasi-pars described above under "" Limitations on
Issuance and Allocation of New Securities Limits on and Allocation of Quasi-pars,'' the clearing systems
will be required to submit to the exchange agent, on a daily basis, all tenders of holders that elect to receive
Quasi-pars. Direct participants in the clearing systems and other custodians should similarly submit any such
tender up the chain of tender on a daily basis.
If you wish to receive Quasi-pars, you should submit your duly completed acceptance notice to a
principal clearing system, in the manner dened by such principal clearing system, as soon as practicable
after the Launch Date, since Quasi-pars will be allocated on a daily rst-come rst-served basis.
The clearing systems, direct participants and custodians may prejudice a tendering holder's ability to
receive Quasi-pars if they do not comply with the tendering procedures described above. None of Argentina,
any international joint dealer manager, the information agent or the exchange agent will be responsible for any
failure by the clearing systems, direct participants or custodians to comply with these tendering procedures.
You Must Hold an Account, Either Directly or Indirectly, at DTC, Euroclear, Clearstream, Luxembourg
or Caja de Valores, as applicable, to Receive New Securities Upon Settlement of the Oer
As described below under ""Description of the New Securities Registration and Book-Entry System,''
New Securities denominated in U.S. dollars (other than U.S. dollar-denominated New Securities governed by
Argentine law) will be registered in the name of a nominee of, and deposited with a custodian for, DTC. You
may hold benecial interests in these New Securities directly, if you have an account at DTC, or indirectly,
through a nancial institution that has an account at DTC. Each of Euroclear and Clearstream, Luxembourg
participate in DTC through their New York depositaries. Caja de Valores has an account with each of these
clearing systems.
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Euro-denominated New Securities will be deposited with a common depositary of Euroclear and
Clearstream, Luxembourg and registered in the name of a nominee of that common depositary. You may hold
a benecial interest in euro-denominated New Securities directly if you have an account with either of these
clearing systems, or indirectly, through a nancial institution that has an account with either of these clearing
systems, including Caja de Valores.
New Securities governed by Argentine law will be registered in the name of CRYL. You may hold a
benecial interest in these securities directly, if you have an account with CRYL, or indirectly, through a
nancial institution that has an account with CRYL, including Caja de Valores.
The direct participant that submits your tender must specify in your electronic acceptance notice an
account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as applicable, where you will
receive your New Securities and any cash payments to which you are entitled upon settlement of the Oer. If
you hold your Eligible Securities through a broker, dealer, bank, trust company, trustee or other custodian, you
must conrm that such custodian holds an account, either directly or indirectly, in one of these clearing
systems. If your custodian does not hold such an account, it will have to establish one for purposes of receiving
your New Securities prior to submitting tenders. Alternatively, you may open an account with a dierent
custodian that has, either directly or indirectly, an account at DTC, Euroclear, Clearstream, Luxembourg or
Caja de Valores, as the case may be, where your New Securities and any cash payments to which you are
entitled can be credited upon settlement of the Oer. In such case, to ensure that the proper account
information is communicated to the exchange agent, you should either: (i) transfer your Eligible Securities to
the new custodian prior to tendering your Eligible Securities, and carry out such tender through such
custodian, or (ii) clearly indicate the account information in the tender instructions you deliver to your old
custodian.
Procedures for Withdrawal of Tenders
If Argentina grants withdrawal rights as provided above under "" Irrevocability; Limited Withdrawal
Rights,'' you, or a direct participant on your behalf, may withdraw your tender by submitting an electronic
withdrawal notice to the principal clearing system through which you submitted your tender. Upon receiving
such instructions the principal clearing system will deliver a notice of withdrawal to the exchange agent,
whereupon the exchange agent will instruct the principal clearing system to transfer the Eligible Securities you
wish to withdraw to the direct participant's account at the clearing system.
In addition, if you have tendered cash to Caja de Valores in lieu of any missing interest or principal
coupons corresponding to the strippable securities listed above under ""Tender Procedures Procedures for
Holders of Strippable Securities,'' the exchange agent will, upon receipt of the notice of withdrawal, instruct
Caja de Valores to transfer such cash amount in accordance with your written instructions.
For the withdrawal of your tender to be eective, the exchange agent must receive your written notice of
withdrawal within 15 calendar days from the date Argentina rst publicly announces (by means of a press
release through the news services) the granting of withdrawal rights.
If you hold your Eligible Securities through a custodian or other securities intermediary, you must
instruct that custodian to arrange for the valid submission of an electronic withdrawal notice to the relevant
principal clearing system.
Any Eligible Security properly withdrawn will be deemed to be not validly tendered for purposes of the Offer.
Argentina can oer no assurance that any custodian, direct participant or clearing system (including the
principal clearing systems) will follow the procedures necessary to withdraw your tender, as these procedures
are entirely within such parties' discretion.

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Special Instructions for Withdrawal of Tenders Through DTC


If your tender was submitted through a direct participant in DTC, your electronic withdrawal notice must:
specify the DTC Voluntary Oer Instruction (V.O.I.) Number, the name of the participant from
whose account such Eligible Securities were tendered for exchange and such participant's account
number at DTC to be credited with the withdrawn Eligible Securities;
contain a description of the Eligible Securities to be withdrawn (including the principal amount in
whole to be withdrawn); and
be submitted through ATOP by such participant in the same manner as the applicable agent's
message, or be accompanied by evidence satisfactory to Argentina that the person withdrawing the
tender has succeeded to the benecial ownership of such Eligible Securities.
Procedures Upon Rejection of Tenders or Termination of Oer
If Argentina accepts less than all of the tenders, then with respect to any tenders not so accepted,
Argentina will instruct the exchange agent to instruct the principal clearing system through which such
tenders were submitted to transfer such Eligible Securities to the originating direct participant's account at
such clearing system as soon as practicable after the Settlement Date. In addition, Argentina will instruct the
exchange agent to instruct Caja de Valores to return to you any cash you tendered in lieu of any missing
interest or principal coupons corresponding to the strippable securities listed above under ""Tender Procedures Procedures for Holders of Strippable Securities'' by transferring such cash amount in accordance
with your written instructions, as soon as practicable after the Settlement Date.
If Argentina terminates the Oer without accepting any tenders, all tenders shall automatically be
deemed rejected.
Argentina can oer no assurance that any custodian, direct participant or clearing system (including the
principal clearing systems) will follow the procedures necessary to reect the rejection of your tender, as these
procedures are entirely within such parties' discretion. Argentina's rejection of your tender will be eective
even if these parties do not comply with these procedures.
Irregularities
All questions regarding the validity, form and eligibility, including time of receipt or revocation or
revision, of any acceptance notice or tender will be determined by Argentina in its sole discretion, which
determination will be nal and binding. Argentina reserves the absolute right to reject any and all acceptance
notices and tenders not timely made or in proper form or for which any corresponding agreement by Argentina
to exchange would, in the opinion of Argentina's counsel, be unlawful. Argentina also reserves the absolute
right to waive any of the conditions of the Oer or defects in acceptance notices and tenders. None of
Argentina, any international joint dealer manager, the exchange agent, the Luxembourg exchange agent or the
information agent shall be under any duty to give notice to you, as the tendering holder, of any irregularities in
any acceptance notices, tenders or exchanges, nor shall any of them incur any liability for the failure to give
such notice.
Announcements
Information about the Oer and all announcements in connection with the Oer will be displayed on the
Oer Website and, to the extent provided in this prospectus supplement, issued by press release to the news
services. In addition, Argentina will publish notices in The Wall Street Journal, the Financial Times and a
newspaper with general circulation in Luxembourg (which Argentina expects to be the Luxemburger Wort or
the Tageblatt) regarding the Oer. These notices will, among other things, include the names of the
international joint dealer managers, the information agent, the Luxembourg exchange agent and the exchange
agent. Argentina will also make available and publish information in certain non-U.S. jurisdictions in the form
and manner required in such jurisdictions.
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EXHIBIT L

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Ministry of Economy

Page 1 of 16

This regulation was consulted through InfoLEG Ministry of Economy and Public Finance Documentation and Information Center
data base

Ministry of Economy
PUBLIC DEBT
Resolution 50/2002
Modify Resolution N 55/2002 establishing that different National Treasury obligations shall be converted to Pesos all in
accordance with the provisions set forth in Decree N 471/2002
Buenos Aires, 5/30/2002
With reference to MINISTRY OF ECONOMY Registry File N 030-002644/2002, Necessity and Urgency Decree N 471 dated
March 8, 2002 and MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002, and
WHEREAS
Article 1 of MINISTRY OF ECONOMY Resolution N 55/2002 established that NATIONAL TREASURY obligations detailed in
Exhibit I thereto shall be converted to PESOS, all in accordance with the provisions set forth in articles 1 and 2 of Decree N
471 dated March 8, 2002, and shall bear interest at the rate of TWO PERCENT (2%) per year as of February 3, 2002.
Likewise, in accordance with article 2 of the aforementioned Resolution it was determined that NATIONAL TREASURY
obligations detailed in Exhibit II thereto shall be converted to PESOS all in accordance with the provisions set forth in articles 1
and 3 of Decree N 471 dated March 8, 2002, and shall bear interest at the rates set forth in the aforementioned exhibit as of
February 3, 2002.
In accordance with article 5 of the aforementioned Resolution, it was established that for the purpose of determining the
capital adjusted by the Reference Stabilization Coefficient (CER), the coefficient to be used shall be that reported by BANCO
CENTRAL DE LA REPBLICA ARGENTINA in force TEN (10) business days prior to the maturity date of the pertinent capital
interest or amortization service, with February 3, 2002 being taken as the starting date of the first period.
Certain public debt instruments which should be covered by the measures adopted were omitted from Exhibit I of MINISTRY OF
ECONOMY Resolution N 55/2002.
For the purpose of determining the capital adjusted by the Reference Stabilization Coefficient (CER), an error was detected in
the coefficient utilized, which led to a capitalization higher than that applicable.
It is necessary to detail the public debt instruments to be converted to PESOS and which were omitted from Exhibit I to
MINISTRY OF ECONOMY Resolution N 55/2002, as well as to adjust the conditions of the Secured Loans stipulated in Exhibit II
of the aforementioned Resolution, in order to reflect the situation described in the preceding whereas clause.
The BUREAU OF LEGAL AFFAIRS of this Ministry has acted within its competence.
The undersigned is authorized to issue this measure by virtue of the provisions set forth in article 7 of Necessity and Urgency
Decree N 471 dated March 8, 2002.
Now, therefore,
THE MINISTRY OF ECONOMY
HEREBY RESOLVES:
Article 1 - Substitute Exhibit I of MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002 with that set forth in Exhibit I
to this Resolution.

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Ministry of Economy

Page 2 of 16

Art. 2 - Substitute Exhibit II of MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002 with that set forth in Exhibit II to
this Resolution.
Art. 3 - Communicate, publish, deliver to the National Official Registry Bureau and file. Roberto Lavagna.

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EXHIBIT I
National Public Sector Obligations in force at February 3, 2002,
Denominated in United States Dollars, the applicable law of which is only Argentine Law
Art. 1 and 2 of Decree 471/2002
1Instrument
BONTES 8.75% 5/9/2002
BONTES 11.75% 2003
VARIABLE RATE BONTES 2003
BONTES 11.25% 5-24-2004
BONTES 12.125% 2005
BONTES 11.75% 2006
BONTES 9.9375% 2027
Promissory Note Series III Encuesta (E+400)
Promissory Note Series IV Encuesta (E+330)
Promissory Note Series V Encuesta (E+580)
Promissory Note Series VI Encuesta (E+435)
Promissory Note Series B Badiar (B+300)
Promissory Note Series A Encuesta (E+580)
Promissory Note Series C Badiar Activated (B activated+75)
Variable Rate Government Promissory Note or Bond maturity June 19, 2006 (E+580)
Fixed Rate Government Promissory Note Series I maturity November 30, 2002
Fixed Rate Government Promissory Note Series II maturity December 30, 2002
Floating Rate Government Promissory Notes or Bonds in United States Dollars* (09/27/05)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series I* (04/24/2003)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series II* (05/28/2003)
Floating Rate Government Promissory Notes or Bonds in United States Dollars * (07/24/2006)
Floating Rate Government Promissory Notes or Bonds in United States Dollars * (08/08/2006)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series I* (08/23/2007)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series II * (09/04/2007)
Hydrocarbon Royalties Consolidation Bonds
Cons. Bonds Prior debt in United States Dollars 2nd Series (Pre 4)
Cons. Bonds Prior debt in United States Dollars 3rd Series (Pre 6)
Consolidation Bonds in United States Dollars 1st Series (Pro 2)
Consolidation Bonds in United States Dollars 2nd Series (Pro 4)
Consolidation Bonds in United States Dollars 3rd Series (Pro 6)
Consolidation Bonds in United States Dollars 4th Series (Pro 8)
Consolidation Bonds in United States Dollars 5th Series (Pro 10)
Outside Bonds 1992 (Bonex 92)
FERROBONDS
Compoundable Interest Rate Treasury Bonds 11.49128% 2000-2020
Compoundable Certificate in United States Dollars 10.5% 1998-2018
Government Bond 9% 2002
Variable Rate Treasury Bonds with maturity 2006
Fiscal Credit Certificate Decree 929/2001

Maturity
May 9, 02
May 21, 03
Jul 21, 03
May 24, 04
May 21, 06
May 15, 06
Sep 19, 27
Apr 24, 02
Aug 22, 02
Oct 30, 02
Feb 16, 04
Aug 7, 02
Aug 7, 02
Aug 7, 02
Jun 19, 06
Nov 30, 02
Dec 30, 02
Sep 27, 05
Apr 24, 03
May 28, 03
Jul 24, 06
Aug 5, 06
Aug 23, 07
Sept 4, 07
Dec 2, 08
Sep 1, 02
Jan 1, 10
Apr 1, 07
Dec 29, 10
Apr 15, 07
Jan 1, 16
Apr 15, 07
Sept 15, 02
Perpetuity
Jun 29, 20
Dec 30, 18
Apr 16, 02
Feb 3, 06
Dec 31, 06

2Instrument
Treasury Bill 105 (02/15/02)
Treasury Bill 108 (02/22/02)
Treasury Bill 106 (03/08/02)
Treasury Bill 90 (03/15/02)
Treasury Bill 109 (03/22/02)
Treasury Bill 104 (04/09/02)
Treasury Bill 107 (04/19/02)
Treasury Bill 110 (05/14/02)

Maturity
Feb 15, 02
Feb 22, 02
Mar 8, 02
Mar 15, 02
Mar 22, 02
Apr 9, 02
Apr 19, 02
May 14, 02

1- and 2
*The obligations mentioned will be converted to pesos at a rate of 1.40/US# and shall be adjusted by the Reference Stabilization Coefficient
(CER).
1Likewise, shall earn infest at an annual rate of 2% as of February 3, 2002, the respective dates and payment frequency of the respective
instruments being maintained in the original manner.

Case 15-1047, Document 27, 05/11/2015, 1507447, Page239 of 366

Terms and Conditions of Secured Loans


Converted to Pesos Exhibit II
Instrument

Fixed Rate Secured


Loan GL 03
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 20, 06
100%
Feb 3, 02
5.863%
4.00%
Mar 31, 02
101.41689
141.87365
Yes
147.25706
4.00%
Apr 20, 02
Monthly
Full at maturity

Nov 6, 01
Dec 20, 06
100%
Feb 3, 02
4.322%
4.00%
Mar 31, 02
101.06849
141.49589
Yes
146.75119
4.00%
Apr 20, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 05
Converted to pesos

Variable Rate Secured


Loan GL 05
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 4, 08
100%
Feb 3 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 4, 02
Monthly
Full at maturity

Nov 6, 01
Dec 4, 08
100%
Feb 3 02
5.16%
4.00%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 4, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 06
Converted to pesos

Variable Rate Secured


Loan GL 06
converted to pesos

Issue Date
Final maturity date

Nov 6, 01
Oct 9, 09

Nov 6, 01
Oct 9, 09

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3, 2002
% Pesified Value
CER adjustment post-Feb 3, 2002
Value % capitalized at Mar 31, 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3, 2002
% Pesified Value
CER adjustment post-Feb 3, 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Variable Rate Secured


Loan GL 03
converted to pesos

Case 15-1047, Document 27, 05/11/2015, 1507447, Page240 of 366

Percentage par value


Capitalization rate through

100%
Feb 3, 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 9, 02
Monthly
Full at maturity

100%
Feb 3, 02
5.16%
4.00%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 9, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 08
Converted to pesos

Variable Rate Secured


Loan GL 086
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 19, 11
100%
Feb 3, 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 19, 02
Monthly
6 six-monthly payments
(5 for 16.66% and 1 for 16.7%
starting 6/19/2009)

Nov 6, 01
Dec 19, 11
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 19, 02
Monthly
6 six-monthly payments
(5 for 16.66% and 1 for 16.7%
starting 6/19/2009)

Instrument

Fixed Rate Secured


Loan GL 09
Converted to pesos

Variable Rate Secured


Loan GL 09
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 7, 12
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 7, 02
Monthly
Full at maturity

Nov 6, 01
Apr 7, 12
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 7, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 10
Converted to pesos

Variable Rate Secured


Loan GL 10
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Mar 15, 13
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 15, 02
Monthly
Full at maturity

Nov 6, 01
Mar 15, 13
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 15, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 12
Converted to pesos

Variable Rate Secured


Loan GL 12
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Feb 21, 12
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 21, 02
Monthly
Full at maturity

Nov 6, 01
Feb 21, 12
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 21, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 15
Converted to pesos

Variable Rate Secured


Loan GL 15
converted to pesos

Issue Date

Nov 6, 01

Nov 6, 01

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Case 15-1047, Document 27, 05/11/2015, 1507447, Page241 of 366

Final maturity date


Percentage par value
Capitalization rate through

Jun 15, 15
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 15, 02
Monthly
Full at maturity

Jun 15, 15
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 15, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 17
Converted to pesos

Variable Rate Secured


Loan GL 17
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jan 30, 17
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity

Nov 6, 01
Jan 30, 17
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 30, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 18
Converted to pesos

Variable Rate Secured


Loan GL 18
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jun 19, 18
100%
Feb 3, 02
7.00%
5.000%
Jun 19, 06
101.69167
142.36833
Yes
To be determined
5.00%
Jul 19, 06
Monthly
5 equal 6-monthly payments
as of Jun 19, 16

Nov 6, 01
Jun 19, 18
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
To be determined
5.00%
Jul 19, 06
Monthly
5 equal 6 monthly payments
as of Jun 19, 16

Instrument

Fixed Rate Secured


Loan GL 19
Converted to pesos

Variable Rate Secured


Loan GL 19
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Feb 25, 19
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 25, 02
Monthly
Full at maturity

Nov 6, 01
Feb 25, 19
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 25, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 20
Converted to pesos

Variable Rate Secured


Loan GL 20
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Feb 1, 20
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 1, 02
Monthly
Full at maturity

Nov 6, 01
Feb 1, 20
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 1, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 27
Converted to pesos

Variable Rate Secured


Loan GL 27
converted to pesos

Issue Date

Nov 6, 01

Nov 6, 01

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Case 15-1047, Document 27, 05/11/2015, 1507447, Page242 of 366

Final maturity date


Percentage par value
Capitalization rate through

Sep 19, 27
100%
Feb 3, 02
6.825%
5.000%
Mar 31, 02
101.64936
142.30913
Yes
147.83090
5.00%
Apr 19, 02
Monthly
Full at maturity

Sep 19, 27
100%
Feb 3, 02
5.031%
5.000%
Mar 31, 02
101.24378
141.74129
Yes
147.24102
5.00%
Apr 19, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 29
Converted to pesos

Variable Rate Secured


Loan GL 29
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Nov 6, 01
Mar 1, 32
Mar 1, 32
100%
100%
Feb 3, 02
Feb 3, 02
6.213%
4.58%
5.000%
5.000%
Mar 31, 02
Mar 31, 02
101.50148
101.13228
142.10207
141.58519
Yes
Yes
147.61580
147.07887
5.00%
5.00%
Apr 19, 02
Apr 19, 02
Monthly
Monthly
42 six-monthly payments of 1.596% as of 3/1/2007 through 9/1/2027
8 six-monthly payments of 3.192% as of 3/1/2008 through 9/1/2031
1 final payment of 7.432% on 3/1/2032

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Fixed Rate Secured


Loan GL 30
Converted to pesos

Variable Rate Secured


Loan GL 30
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jul 21, 30
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 21, 02
Monthly
Full at maturity

Nov 6, 01
Jul 21, 30
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 21, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 31
Converted to pesos

Variable Rate Secured


Loan GL 31
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jan 31, 31
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity

Nov 6, 01
Jan 31, 31
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 30, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan GL 31 Mega
Converted to pesos

Variable Rate Secured


Loan GL 31
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jun 19, 31
100%
Feb 3, 02
7.00%
5.000%
Jun 19, 06
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity

Nov 6, 01
Jun 19, 31
100%
Feb 3, 02
5.16%
5.000%
Jun 19, 06
101.27567
141.78593
Yes
147.28740
5.00%
Jul 19, 06
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Fixed Rate Secured


Loan RA $ 08
Converted to pesos

Issue Date

Nov 6, 01

Case 15-1047, Document 27, 05/11/2015, 1507447, Page243 of 366

Final maturity date


Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Sep 19, 11
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 19, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan Bonte 02
Converted to pesos

Variable Rate Secured


Bonte 02
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
May 9, 05
100%
Feb 3, 02
6.125%
3.000%
Mar 31, 02
101.48021
142.07229
Yes
147.11312
3.00%
May 9, 02
Monthly
Full at maturity

Nov 6, 01
May 9, 05
100%
Feb 3, 02
4.515%
3.000%
Mar 31, 02
101.11621
141.56269
Yes
146.58544
3.00%
May 9, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan Bonte 03
Converted to pesos

Variable Rate Secured


Bonte 03
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
May 21, 06
100%
Feb 3, 02
7.000%
3.000%
Mar 31, 02
101.69167
142.36833
Yes
147.41967
3.00%
Apr 21, 02
Monthly
Full at maturity

Nov 6, 01
May 21, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
Apr 21, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan Bonte 03F
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jul 21, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 21, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Fixed Rate Secured


Loan Bonte 04
Converted to pesos

Variable Rate Secured


Bonte 04
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
May 24, 07
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 24, 02
Monthly
Full at maturity

Nov 6, 01
May 24, 07
100%
Feb 3, 02
5.16%
4.000%
Mar 31 02
101.27567
141.78593
Yes
147.06200
4.00%
Apr 24, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan Bonte 05
Converted to pesos

Variable Rate Secured


Bonte 05
converted to pesos

Issue Date

Nov 6, 01

Nov 6, 01

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Case 15-1047, Document 27, 05/11/2015, 1507447, Page244 of 366

Final maturity date


Percentage par value
Capitalization rate through

May 21, 08
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 21, 02
Monthly
Full at maturity

May 21, 08
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 21, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan Bonte 06
Converted to pesos

Variable Rate Secured


Bonte 06
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
May 15, 09
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 15, 02
Monthly
Full at maturity

Nov 6, 01
May 15, 09
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 15, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan Bonte 27
Converted to pesos

Variable Rate Secured


Bonte 27
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Sep 19, 27
100%
Feb 3, 02
6.956%
5.000%
Mar 31, 02
101.68103
142.35345
Yes
147.87694
5.00%
Apr 24, 02
Monthly
Full at maturity

Nov 6, 01
Sep 19, 27
100%
Feb 3, 02
5.128%
5.000%
Mar 31, 02
101.26776
141.77486
Yes
147.27590
5.00%
Apr 24, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan BP E+400/2002
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 24, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31 02
101.27667
141.78593
Yes
148.81660
3.00%
Apr 21, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan BP E+330/2002
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 24, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27667
141.27667
Yes
148.81660
3.00%
Apr 22, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan BP E+580/10-02
Converted to pesos

Issue Date

Nov 6, 01

Case 15-1047, Document 27, 05/11/2015, 1507447, Page245 of 366

Final maturity date


Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Oct 30, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 30, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan BP E+435/2004
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Feb 16, 07
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 16, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan BP E+300/2002
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
May 7, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 1 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan BP E+580/8-02
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
May 7, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan BP B Act/02
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
May 7, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan BP E+580 Mega
Converted to pesos

Issue Date
Final maturity date

Nov 6, 01
Jun 19, 02

Case 15-1047, Document 27, 05/11/2015, 1507447, Page246 of 366

Percentage par value


Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 19, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Hexagon 2
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.61660
3.00%
Apr 30, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan Hexagon 3
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 23, 05
100%
Feb 3 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
Apr 23, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan Hexagon 4
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Sep 27, 08
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 23, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Radar 1
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Apr 24, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 24, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Radar 2
Converted to pesos

Issue Date

Nov 6, 01

Case 15-1047, Document 27, 05/11/2015, 1507447, Page247 of 366

Final maturity date


Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

May 28, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 28, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Radar 3
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jul 24, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 24, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan Radar 4
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Aug 6, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 6, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Variable Rate Secured


Loan Celtic I
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Sep 23, 10
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 23, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Celtic II
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Sep 4, 10
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 4, 02
Monthly
Full at maturity

Instrument

Variable Rate Secured


Loan Hidro
Converted to pesos

Issue Date

Nov 6, 01

10

Case 15-1047, Document 27, 05/11/2015, 1507447, Page248 of 366

Final maturity date


Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Dec 2, 11
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 2, 02
Monthly
Full at maturity
85 monthly payments, 84 of 1.19%
and 1 of 0.04% , 1st payment 12/02/2004

Instrument

Variable Rate Secured


Loan Pre 4
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Sep 1, 05
100%
Feb 3, 02
1.512%
3.000%
Mar 31, 02
100.37380
140.52332
Yes
145.50919
3.00%
May 1, 02
Monthly
10 monthly payments, 9 of 9.924%
and 1 of 10.684% , 1st payment 12/01/2004

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Pro 2
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 1, 10
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 1, 02
Monthly
65 monthly payments, 64 of 1.561%
and 1 of 0.096% , 1st payment 12/01/2004

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Pre 6
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jan 1, 13
100%
Feb 3, 02
1.512%
4.000%
Jan 1, 06
100.37380
140.52332
Yes
To be determined
4.00%
Feb 1, 06
Monthly
47 of 2.08% and 1 of 2.24%,
1st payment 2/01/2009

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Pro 4
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 26, 13
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
Apr 28, 02
Monthly
110 monthly payments, 109 of 0.917%
and 1 of 0.047% , 1st payment 12/28/2004

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

11

Case 15-1047, Document 27, 05/11/2015, 1507447, Page249 of 366

Instrument

Variable Rate Secured


Loan Pro 6
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 15, 10
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 15, 02
Monthly
22 quarterly payments, 21 of 4.545%
and 1 of 4.555% , 1st payment 1/15/2005

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Pro 8
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jan 1, 10
100%
Feb 3, 02
1.512%
5.000%
Jan 1, 06
100.37380
140.52332
Yes
To be determined
5.00%
Feb 1, 06
Monthly
120 monthly payments, 119 of 0.84%
and 1 of 0.04% , 1st payment 2/01/2009

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Pro 10
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 15, 10
100%
Feb 3, 02
1.512%
4.000%
Nov 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 15, 02
Monthly
16 quarterly payments of 6.25%
1st payment 07/15/2006

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan FRB
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Mar 31, 08
100%
Feb 3, 02
2.08075%
3.000%
Mar 31, 02
100.51441
140.72017
Yes
145.71303
3.00%
Apr 30, 02
Monthly
7 six-monthly payments, (6 of 14.286%
and 1 of 14.284%) starting 03/31/2005

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Fixed Rate Secured


Loan SPAN
Converted to pesos

Variable Rate Secured


Loan SPAN
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
7.00%
3.000%
Mar 31, 02

Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
5.180%
3.000%
Mar 31, 02

Subsequent capitalization rate


Capitalize through

12

Case 15-1047, Document 27, 05/11/2015, 1507447, Page250 of 366

% Value Capitalized at Feb 3 2002


% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

101.69167
142.36833
Yes
147.41967
3.00%
Apr 30, 02
Monthly
Full at maturity

101.27567
141.78593
Yes
148.81660
3.00%
Apr 30, 02
Monthly
Full at maturity

Instrument

Fixed Rate Secured


Loan FRAN
Converted to pesos

Variable Rate Secured


Loan FRAN
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Apr 10, 08
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 10, 02
Monthly
Full at maturity

Nov 6, 01
Apr 10, 08
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 10, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 31 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Fixed Rate Secured


Loan FRN 04
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Sep 15, 05
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 6, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Bonex 02
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Sep 15, 05
100%
Feb 3, 02
1.512%
3.000%
Mar 31, 02
100.37380
140.52332
Yes
145.50919
3.00%
May 15, 02
Monthly
Full at maturity

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Instrument

Fixed Rate Secured


Loan API
Converted to pesos

Variable Rate Secured


Loan API
converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Mar 15, 16
100%
Feb 3, 02
2.800%
4.000%
Mar 31, 02
100.67667
140.94733
Yes
146.18226
4.00%
May 15, 02
Monthly
23 six-monthly payments (22 of
4.343% and 1 of 4.454%)
Starting 03/15/2005

Nov 6, 01
Mar 15, 16
100%
Feb 3, 02
2.064%
4.000%
Mar 31, 02
100.51027
140.71437
Yes
145.94065
4.00%
May 15, 02
Monthly
23 six-monthly payments (22 of
4.343% and 1 of 4.454%)
starting 03/15/2005

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Variable Rate Secured


Loan Ferrobond
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Perpetuity
100%
Feb 3, 02
1.512%

13

Case 15-1047, Document 27, 05/11/2015, 1507447, Page251 of 366

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

5.000%
Mar 31, 02
100.3738
140.52332
Yes
145.97580
5.00%
May 1, 02
Monthly
Perpetuity

Instrument

Variable Rate Secured


Loan YPF Bond
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Feb 3, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 3, 02
Monthly
16 quarterly payments of 6.25% starting 05/03/2005

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Instrument

Fixed Rate Secured


Loan Cap 2020 Bond
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Jun 29, 20
100%
Feb 3, 02
7.000%
5.500%
Jun 29, 20
101.69167
142.36833
Yes
To be determined

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Full at maturity

Instrument

Fixed Rate Secured


Loan Cap BNA Cert. 2018
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Dec 30, 18
100%
Feb 3, 02
0.000%
5.500%
Dec 30, 18
101.69167
142.36833
Yes
To be determined

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at June 29, 2029
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Full at maturity

Instrument

Secured Loan
Maturity 2006 7%
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Nov 6, 01
Jul 21, 06
100%
Feb 3, 02
7.00%
3%
Mar 31, 02
101.69167
142.36833
Yes
147.41967
3%
Apr 21, 02
Monthly
Full at maturity

Instrument

Secured Loan
Maturity 2009 7%
Converted to pesos

Issue Date
Final maturity date
Percentage par value

Nov 6, 01
Jun 19, 09
100%

14

Case 15-1047, Document 27, 05/11/2015, 1507447, Page252 of 366

Capitalization rate through


Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

Feb 3, 02
7.00%
4%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4%
Apr 19, 02
Monthly
Full at maturity

Instrument

Secured Loan
Compoundable 2011 USD - 7%
Converted to pesos

Issue Date
Final maturity date
Percentage par value
Capitalization rate through

Nov 6, 01
Nov 6, 11
100%
Feb 3, 02
7.00%
5.500%
Nov 06, 10
101.69167
142.36833
Yes
To be determined
5.50%
Dec 06, 10
Monthly
4 equal quarterly payments as of Feb 06 11

Subsequent capitalization rate


Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization

15

Case 15-1047, Document 27, 05/11/2015, 1507447, Page253 of 366

AFFIDAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION

STATE OF NEW YORK )


:ss.:
COUNTY OF NEW YORK)
SEBASTIAN VILLA VECES, being duly sworn, deposes and says:
I am an attorney employed by Cleary Gottlieb Steen & Hamilton LLP presently
residing and working within the State of New York and declare:
I am proficient with the Spanish language and the English language, have had
prior experience in translating documents in those languages, have translated the foregoing
document (Resolution 50/2002) from Spanish into English, and believe that the translation is
complete and accurate.

Sworn to before me this


13th day ofFe iuary 2015
. :

) .
; .

1
I

'

'

Notary Public

...,....

......., r.1111e - .rNtw Yn

No. IISH61541G
Q.IIW .. Rldlo.. Ceatr.
Ctrdlade 11e .. New Yn C..aty
MJ CMIIII... kpiN Oct. 23,

' .-

'

Ministerio de Economa
Page 1 of 21
Case 15-1047, Document 27, 05/11/2015, 1507447, Page254 of 366

Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.

Ministerio de Economa
DEUDA PUBLICA
Resolucin 50/2002

Modifcase la Resolucin N 55/2002, por la que se establecieron que diversas obligaciones del Tesoro
Nacional, sern convertidas a Pesos en un todo de acuerdo a lo establecido por el Decreto N 471/2002.
Bs. As., 30/5/2002
VISTO el Expediente N 030-002644/2002 del Registro del MINISTERIO DE ECONOMIA, el Decreto de Necesidad
y Urgencia N 471 de fecha 8 de marzo de 2002 y la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha
15 de abril de 2002, y
CONSIDERANDO:
Que por el artculo 1 de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002 se estableci que las
obligaciones del TESORO NACIONAL detalladas en el Anexo I de la misma, sern convertidas a PESOS en un
todo de acuerdo a lo establecido en los artculos 1 y 2 del Decreto N 471 de fecha 8 de marzo de 2002 y
devengarn intereses a la tasa del DOS POR CIENTO (2%) anual a partir del 3 de febrero de 2002.
Que asimismo por el artculo 2 de la mencionada Resolucin, se determin que las obligaciones del TESORO
NACIONAL detalladas en el Anexo II de la misma, sern convertidas a PESOS en un todo de acuerdo a lo
establecido en los artculos 1 y 3 del Decreto N 471 de fecha 8 de marzo de 2002 y devengarn intereses a las
tasas que se detallan en el citado anexo a partir del 3 de febrero de 2002.
Que por el artculo 5 de la Resolucin antes citada, se estableci que a los efectos de determinar el capital
ajustado por el Coeficiente de Estabilizacin de Referencia (CER) se tomar el coeficiente informado por el BANCO
CENTRAL DE LA REPUBLICA ARGENTINA correspondiente a DIEZ (10) das hbiles anteriores a la fecha de
vencimiento del servicio de inters o amortizacin de capital correspondiente, considerndose para el primer
perodo como fecha inicial el 3 de febrero de 2002.
Que en el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002 se omitieron ciertos instrumentos
de deuda pblica que deben ser alcanzados por las medidas adoptadas.
Que a los efectos de determinar el capital ajustado por el Coeficiente de Estabilizacin de Referencia (CER) se
detect un error en el coeficiente utilizado, lo que trajo aparejado una capitalizacin mayor a la que correspondera.
Que resulta necesario detallar los instrumentos de deuda pblica que deben ser convertidos a PESOS y que fueron
omitidos en el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002, as como tambin adecuar
las condiciones de los Prstamos Garantizados estipuladas en el Anexo II de la citada Resolucin, a fin de reflejar
la situacin descripta en el considerando anterior.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS de este Ministerio, ha tomado la intervencin que le
compete.
Que el suscrito se encuentra facultado para el dictado de la presente medida en virtud de lo dispuesto por el artculo
7 del Decreto de Necesidad y Urgencia N 471 de fecha 8 de marzo de 2002.
Por ello,
EL MINISTRO DE ECONOMIA
RESUELVE:
Artculo 1 Sustityese el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha 15 de abril
de 2002, por el que obra como Anexo I de la presente Resolucin.

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Ministerio de Economa
Page 2 of 21
Case 15-1047, Document 27, 05/11/2015, 1507447, Page255 of 366
Art. 2 Sustityese el Anexo II de la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha 15 de abril de
2002, por el que obra como Anexo II de la presente Resolucin.
Art. 3 Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. Roberto
Lavagna.

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Ministerio de Economa
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Case 15-1047, Document 27, 05/11/2015, 1507447, Page256 of 366

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Ministerio de Economa
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Ministerio de Economa
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Ministerio de Economa
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Ministerio de Economa
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Case 15-1047, Document 27, 05/11/2015, 1507447, Page270 of 366

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Ministerio de Economa
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Ministerio de Economa
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Ministerio de Economa
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EXHIBIT M

Case 15-1047, Document 27, 05/11/2015, 1507447, Page276 of 366


texactres55-2002ME

Page 1 of 4
CD1

This standard was consulted through InfoLEG, database of the Documentation and information Center, Ministry of the Economy and Public Finances.

Ministry of the Economy


PUBLIC DEBT
Resolution 55/2002
It is decided that certain obligations of the National Treasury will be converted into pesos and that the loan guaranteed at a
rate of RA $08 [RA - [Repblica Argentina: Argentine Republic]] shall be deemed issued in DOLLARS and it will be converted
into pesos, within the framework of Decree No. 471/2002. Interest. Tax Credit Certificates. Adjustment of values. Terms for
the National Public Sector obligations implemented through Government Bonds and Guaranteed Loans.
Buenos Aires, 4/15/2002
IN VIEW OF File No 030-002644/2002 of the Registry of the MINISTRY OF THE ECONOMY, Law No. 25.561, Decree No. 471
dated March 8, 2002, and
WHEREAS:
That Law No. 25.561 delegated powers to the NATIONAL EXECUTIVE BRANCH, among others, to reorganize the financial,
banking and exchange market system, to create conditions for sustainable economic growth, compatible with the restructuring of
obligations currently under execution allocated under the newly instituted exchange rate system.
That the NATIONAL EXECUTIVE BRANCH, acting within the framework of Law No. 25.561 and in the exercise of the powers
conferred upon it under Article 99, subparagraph 3 of the NATIONAL CONSTITUTION, issued Decree No. 471/2002, under which a
set of provisions were established.
That Article 1 of the cited decree stipulates the conversion into PESOS of the National, Provincial and Municipal Public Sector
obligations in effect as of February 3, 2002, denominated in UNITED STATES DOLLARS or another foreign currency, the
applicable law for which is solely Argentine law.
That Articles 2 and 3 likewise establish new interest rates for national public securities that are converted into PESOS.
That the debt conversion undertaken within the framework of Decree No. 1387/2001 and implemented under the MINISTRY OF THE
ECONOMY Resolution No. 767/2001 stipulated that the holders of GLOBAL FOREIGN BONDS OF THE ARGENTINE
REPUBLIC IN PESOS, 10% 2001-2004 and 12% 2004-2008 who appear to convert them into guaranteed loans will retain the option
to receive the payment for the interest and amortization service in PESOS or UNITED STATES DOLLARS, as set forth in the issue
of the security in question.
That in order to preserve the equality with those holding their credits in UNITED STATES DOLLARS or who could receive payment
of their interest in said currency, it is deemed advisable to treat the Guaranteed Loan at a fixed RA $08, as though it were a guaranteed
loan in UNITED STATES DOLLARS subject to conversion to PESOS.
That it is deemed appropriate to itemize the government bonds affected by the adopted measures.
That the National Public Sector obligations, valid as of February 3, 2002 and implemented through Government Bonds and
Guaranteed Loans originally issued in PESOS will maintain their originally agreed terms.
That it is necessary to establish a mechanism for applying the Reference Stabilization Coefficient [Coeficiente de Estabilizacin de
Referencia] (CER) to determine the adjusted principal. Given that for operational reasons, it is desirable to offset it by TEN (10) days,
as a result of which it is indeterminate for the first period, it was deemed to be advisable in this case that the initial date be February 3,
2002 as the variances for that period will not be significant.
That it would also be necessary to adapt the values of the Tax Credit Certificates, which represent a government security that had been
converted to PESOS.
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texactres55-2002ME

Page 2 of 4

That the GENERAL DIRECTORATE OF LEGAL AFFAIRS of this Ministry has intervened as authorized.
That the undersigned possesses the authority to issue this measure as set out in Article 7 of Decree No. 471 dated March 8, 2002.
Therefore,
THE MINISTRY OF THE ECONOMY
RESOLVES:
Article 1 To decide that the NATIONAL TREASURY obligations itemized in Annex I of this Resolution will be converted into
PESOS in full compliance with the provisions of Articles 1 and 2 of Decree No. 471 of March 8, 2002 and will produce interest at the
annual rate of TWO PERCENT (2%) from February 3, 2002.
Article 2 To decide that the NATIONAL TREASURY obligations itemized in Annex II of this Resolution will be converted into
PESOS in full compliance with the provisions of Articles 1 and 3 of Decree No. 471 of March 8, 2002 and will produce interest at the
rates indicated in detail in the cited annex from February 3, 2002.
Article 3 - To decide that the Guaranteed Loan at fixed rate RA $ 08 will be deemed to be issued in UNITED STATES DOLLARS
and will be converted into PESOS, in full compliance with the provisions of Articles 1 and 3 of Decree No. 471 of March 8, 2002 and
will produce interest at the annual rate of FOUR PERCENT (4%) from February 3, 2002.
Article 4 The National Public Sector obligations, valid as of February 3, 2002 and implemented through Government Bonds and
Guaranteed Loans originally issued in PESOS will maintain their originally agreed terms.
Article 5 In order to determine the principle adjusted by the Reference Stabilization Coefficient (CER),
the coefficient reported by the CENTRAL BANK OF THE ARGENTINE REPUBLIC corresponding to TEN (10) banking days prior
to the maturity date of the corresponding interest or capital amortization service will be adopted, considering February 3, 2002 as the
initial date for the first period.
Article 6 The values of the Tax Credit Certificates representing government bonds that were converted to PESOS will be adapted as
set out in Articles 4 of Decree No. 471 of March 8, 2002. CAJA DE VALORES S.A. [Securities Depository, Inc.] will adjust the
values by the Reference Stabilization Coefficient (CER) corresponding to the day of transfer to the accounts of the FEDERAL
ADMINISTRATION OF PUBLIC REVENUE [Administracion Federal De Ingresos Publicos] (AFIP).
Article 7 Notify, publish, transmit to the National Directorate of the Official Registry and file. - Jorge Remes Lenicov.

ANNEX I
(Annex I replaced by Article 1 of Resolution No. 50/2002 of the Ministry of the Economy B.O. [Boletn Oficial: Official Gazette]
5/31/2002)
[illegible]

ANNEX II
(Annex II replaced by Article 2 of Resolution No. 50/2002 of the Ministry of the Economy B.O. 5/31/2002)
[illegible]

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AFFIDAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION

STATE OF NEW YORK)


:ss.:
COUNTY OF NEW YORK)
SEBASTIAN VILLA VECES, being duly sworn, deposes and says:
I am an attorney employed by Cleary Gottlieb Steen & Hamilton LLP presently
residing and working within the State ofNew York and declare:
I am proficient with the Spanish language and the English language, have had
prior experience in translating documents in those languages, have translated the foregoing
document (Decree 55/2002) from Spanish into English, and believe that the translation is
complete and accurate.

FZL.n

Villavece5"

Sworn to before me this

:;zu__

Notary Public

2015 .

r'

./

Sial._.

Nu\ary l'uo'-

of New York
No. OlSH615414l
Qualified Ia IUcboad CMtr.
c.tlllcate .. 111 Ia New

MJC....... &s...... Oct.U.-

Rita-Marie
NNI'Jhbllc- State of Mew Ytrk
No. OISH6154142
Qualified in Rldload Coutr.
Certificate on file Ia New York CMaty . o
My Commission Expires Oct.
__ U

Ministerio de Economa
Page 1 of 23
Case 15-1047, Document 27, 05/11/2015, 1507447, Page279 of 366

Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.

Ir al texto actualizado

Ministerio de Economa
DEUDA PUBLICA
Resolucin 55/2002
Determnase que algunas obligaciones del Tesoro Nacional sern convertidas a pesos y que asimismo el
Prstamo Garantizado a tasa fija RA $ 08 se considerar emitido en DOLARES y ser convertido a pesos, en
el marco del Decreto N 471/2002. Intereses. Certificados de Crdito Fiscal. Adecuacin de valores.
Condiciones para las obligaciones del Sector Pblico Nacional instrumentadas mediante Ttulos Pblicos y
Prstamos Garantizados.
Bs. As., 15/4/2002
VISTO el Expediente N 030-002644/2002 del Registro del MINISTERIO DE ECONOMIA, la Ley N 25.561, el
Decreto N 471 de fecha 8 de marzo de 2002, y
CONSIDERANDO:
Que por la Ley N 25.561 se delegaron facultades al PODER EJECUTIVO NACIONAL, entre otras, para proceder al
reordenamiento del sistema financiero, bancario y del mercado de cambios, de crear condiciones para el
crecimiento econmico sustentable y compatible con la reestructuracin de las obligaciones en curso de ejecucin,
afectadas por el nuevo rgimen cambiario instituido.
Que el PODER EJECUTIVO NACIONAL, actuando dentro del marco de la Ley N 25.561 y en uso de las facultades
conferidas por el artculo 99, inciso 3 de la CONSTITUCION NACIONAL, dict el Decreto N 471/2002, por el que
se establecieron un conjunto de disposiciones.
Que por el artculo 1 del citado decreto se dispuso transformar a PESOS las obligaciones del Sector Pblico
Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002, denominadas en DOLARES
ESTADOUNIDENSES u otra moneda extranjera, cuya ley aplicable fuera solamente la ley argentina.
Que asimismo por los artculo 2 y 3 se establecieron las nuevas tasas de inters de los ttulos pblicos nacionales
que se convirtieron a PESOS.
Que en la conversin de deuda realizada en el marco del Decreto N 1387/2001 e instrumentada mediante la
Resolucin del MINISTERIO DE ECONOMIA N 767/2001 se estableci que los tenedores de "BONOS
EXTERNOS GLOBALES DE LA REPUBLICA ARGENTINA EN PESOS 10% 2001-2004 y 12% 2004-2008" que se
presentaran a la conversin por prstamos garantizados mantendrn la opcin de recibir el pago de los servicios de
intereses y amortizacin en PESOS o DOLARES ESTADOUNIDENSES, tal como se estableca en las condiciones
de emisin del ttulo en cuestin.
Que a efectos de preservar la igualdad entre quienes tenan sus acreencias en DOLARES ESTADOUNIDENSES o
podan recibir el pago de su renta en dicha moneda, se considera conveniente tratar al Prstamo Garantizado a
tasa fija RA $ 08, como si fuera un prstamo garantizado en DOLARES ESTADOUNIDENSES sujeto a conversin
a PESOS.
Que se entiende conveniente detallar los ttulos pblicos alcanzados por las medidas adoptadas.
Que las obligaciones del Sector Pblico Nacional, vigentes al 3 de febrero de 2002 e instrumentadas mediante
Ttulos Pblicos y Prstamos Garantizados emitidos originalmente en PESOS mantendrn las condiciones de
emisin originalmente pactadas.
Que resulta necesario establecer el mecanismo de aplicacin del Coeficiente de Estabilizacin de Referencia (CER)
a los fines de determinar el capital ajustado. Dado que por razones operativas es conveniente desfasarlo DIEZ (10)
das lo que provoca que est indeterminado para el primer perodo, se entendi conveniente que en este caso la
fecha inicial fuera el 3 de febrero de 2002 ya que para ese perodo previo las variaciones no resultan significativas.

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Case 15-1047, Document 27, 05/11/2015, 1507447, Page280 of 366
Que asimismo se deberan adecuar los valores de los Certificados de Crdito Fiscal que representen a ttulo pblico
que se hubieran convertido a PESOS.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS de este Ministerio, ha tomado la intervencin que le
compete.
Que el suscrito se encuentra facultado para el dictado de la presente medida en virtud de lo dispuesto por el artculo
7 del Decreto N 471 de fecha 8 de marzo de 2002.
Por ello,
EL MINISTRO DE ECONOMIA
RESUELVE:
Artculo 1 Determnase que las obligaciones del TESORO NACIONAL detallados en el Anexo I de la presente
Resolucin, sern convertidos a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 2 del Decreto
N 471 de fecha 8 de marzo de 2002 y devengarn intereses a la tasa de DOS POR CIENTO (2%) anual a partir del
3 de febrero de 2002.
Art. 2 Determnase que las obligaciones del TESORO NACIONAL detalladas en el Anexo II de la presente
Resolucin, sern convertidas a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 3 del Decreto
N 471 de fecha 8 de marzo de 2002 y devengarn intereses a las tasas que se detallan en el citado anexo a partir
del 3 de febrero de 2002.
Art. 3 Determnase que el Prstamo Garantizado a tasa fija RA $ 08 se considerar como emitido en DOLARES
ESTADOUNIDENSES y ser convertido a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 3
del Decreto N 471 de fecha 8 de marzo de 2002 y devengarn intereses a la tasa del CUATRO POR CIENTO (4%)
anual a partir del 3 de febrero de 2002.
Art. 4 Las obligaciones del Sector Pblico Nacional vigentes al 3 de febrero de 2002 e instrumentadas mediante
Ttulos Pblicos y Prstamos Garantizados emitidos originalmente en PESOS, mantienen las condiciones de
emisin originalmente pactadas.
Art. 5 A los efectos de determinar el capital ajustado por el Coeficiente de Estabilizacin de Referencia (CER)
se tomar el coeficiente informado por el BANCO CENTRAL DE LA REPUBLICA ARGENTINA correspondiente a
DIEZ (10) das hbiles anteriores a la fecha de vencimiento del servicio de inters o amortizacin de capital
correspondiente, considerndose para el primer perodo como fecha inicial el 3 de febrero de 2002.
Art. 6 Los Certificados de Crdito Fiscal que representen a ttulos pblicos que se hubieran convertido a
PESOS, adecuarn sus valores en funcin a lo establecido en el artculo 4 del Decreto N 471 de fecha 8 de
marzo de 2002. La CAJA DE VALORES S.A. ajustar los valores por el Coeficiente de Estabilizacin de Referencia
(CER) correspondiente al da de la transferencia a las cuentas de la ADMINISTRACION FEDERAL DE INGRESOS
PUBLICOS (AFIP).
Art. 7 Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. Jorge Remes
Lenicov.

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EXHIBIT N

Case 15-1047, Document 27, 05/11/2015, 1507447, Page303 of 366


PUBLIC DEBT

Page 1 of 4

This regulation was consulted through InfoLEG Ministry of Economy and Public Finance Documentation and Information Center
data base.

PUBLIC DEBT
Decree 471/2002
Determine the treatment to be given to indebtedness originally taken out in United States dollars or other foreign currency
by the National, Provincial and Municipal Public Sector when such obligations are subject to Argentine law. Conditions for
obligations implemented by means of Secured Loans and for Tax Credit Certificates recorded in Caja de Valores, S.A. Term.
Buenos Aires, 3/8/2002
WITH RESPECT TO aw N 25,561, Decrees N 979 dated August 1, 2001, 1005 dated August 9, 2001, 1226 dated October 2,
2001, 1387, dated November 1, 2001, amended by Decree N 1506 dated November 22, 2001, 1646 dated December 12, 2001,
214 dated February 3, 2002 and amendments thereto; ex-MINISTRY OF ECONOMY Resolutions N 767 dated November 28,
2001 and 851 dated December 14, 2001, and
WHEREAS
The National, Provincial and Municipal Public Sector have had to resort to public indebtedness as a means of addressing the
financing requirements of the different government obligations and commitments for which it is responsible.
The reference indebtedness has been implemented by means of different debt securities and loans, and the resulting
obligations must be satisfied in accordance with the applicable regulatory system.
By virtue of Article 17 of decree N 1387/01 the ex-MINISTRY OF ECONOMY was instructed to offer, under voluntary conditions,
the possibility of converting national public debt resulting from Secured oans or Secured National Bonds, provided the
guarantee offered or the change of debtor allowed the National Public Sector to obtain lower interest rates.
By virtue of Article 22 of the aforementioned decree in the preceding whereas clause, the ex-MINISTRY OF ECONOMY was
authorized to encumber funds belonging to the State in accordance with the Shared Federal Tax Revenue System or revenues
from the tax on Credits and Debits in Ban Current Accounts, up to the amount necessary to service the maturities of capital
and interest of the Secured Loans or Secured National Bonds into which the national public debt is converted.
By means of ex-MINISTRY OF ECONOMY resolution N 767/01, the conversion of securities eligible for National Government
Secured Loans was approved.
The operation described above implied the approval of the Trust Agreement and the Secured oan Agreement by means of
Decree N 1646/01, which agreements contain clauses in which the STATE undertook to assign as security to the creditors of
the Secured oans the tax revenues on Credits and Debits on Ban Current Accounts established in aw N 25,413, with the
amendment introduced by law N 25,453 and subsequent amendments, and in general all revenues corresponding to the STATE
by virtue of the Shared Federal Tax Revenue System, excluding the revenues corresponding to provinces and Social Security, up
to the amount necessary to service all the oan capital and interest maturities under the conditions set forth in the
aforementioned agreements.
By means of ex-MINISTRY OF ECONOMY Resolution n 851/01 the Addendum to the Secured oan Agreement permitting the
increase in the amount of capital of the Secured oans was approved.
By means of Decree N 979/01, the issue of Tax Credit Certificates (CCF) up to an ORIGINA PAR VA UE IN UNITED STATES
DO ARS OF ONE BI ION DO ARS (V.N.O. US 1,000,000,000) was ordered.
By means of Decrees N 1005/01 and 1226/01, the ex MINISTRY OF ECONOMY was authorized to issue Tax Credit Certificates
(CCF) in the amount equivalent to the interest coupons on the National Public Debt Securities which had been deposited
through December 31, 2001 in the custody of CAJA DE VA ORES SOCIEDAD AN NIMA.

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PUBLIC DEBT

Page 2 of 4

In view of the gravity of the situation currently faced by our country, putting at ris social harmony, the NATIONA CONGRESS
enacted aw N 25.561 which declared a public emergency in social, economic, administrative, financial and exchange matters,
and established the end of the convertibility system established by law N 23.928.
By virtue of aw N 25.561, the E ECUTIVE BRANC was authorized, among other matters, to proceed to restructure the
financial, ban ing and exchange mar et system, create conditions for sustainable economic growth compatible with the
restructuring of public debt, and regulate the restructuring of obligations, being enforced, affected by the new exchange
system instituted.
The E ECUTIVE BRANC , acting within the framewor of aw N 25,561, issued Decree n 214/02 and amendments thereto,
establishing a group of provisions, all included within the powers granted by the NATIONA CONGRESS.
Article 1 of the aforementioned decree ordered the conversion into Pesos of all obligations showing sums of money expressed
in United States Dollars or other foreign currency, existing at the time Law N 25.561 was enacted.
The persistence of the National, provincial and municipal public accounts fiscal deficit has inevitably led to the accumulation of
a bloated public debt, which undoubtedly constitutes one of the principal determining factors in the sensitive economic and
financial crisis our country currently faces.
The financing obtained by the public sector through such indebtedness is largely converted by means of debt instruments
originally denominated in United States dollars or other foreign currencies.
The aforementioned indebtedness found structured within the convertibility system, which ended with the enactment of Law
N 25.561.
Such debt instruments have captured the financing from the capitals and private savings mar et by corporations financial
institutions, investment finds and private parties, both resident in our country and overseas.
Within the regulatory framework set forth in Law N 25.561, and Decree N 214/02, it is necessary to determine the treatment
to be given to the debt assumed originally in United States dollars or other foreign currencies by the National, Provincial and
Municipal Public Sector, when such obligations are subject to Argentine law.
It is important to consider the conditions to which the State, Provinces and Municipalities are sub ect, assuming the interest of
public order which should ta e precedence to meet such obligations.
Such treatment must necessarily fall within the scope of the new economic and financial regulations resulting from the
provisions contained in Law N 25.561 and Decree N 214/02 as well as in the proper compliance with the obligations deriving
from the indebtedness assumed by the public sector, in order to preserve the interests of creditors and savers, consistent with
the system of conversion to pesos of the obligations denominated originally in foreign currency.
Likewise, the decision to be taken regarding the manner of meeting the obligations assumed by the public sector must by
necessity include specific conditions ma ing it possible to preserve, going forward, the potential of ideal credit instruments
which can at all times be used for handling State affairs, in order to capture private savings through the capitals mar et.
Furthermore, this measure incorporates the terms and agreements of the State Provinces Agreement regarding Financial
Relationship and Terms of Shared Federal Tax System executed on February 27, 2002 which, among its points, establishes that
Provincial States may entrust the STATE to renegotiate public provincial indebtedness, and that such debt shall be rescheduled
under the guidelines to which national public debt is sub ect.
Together with the determination of the conversion modality applicable to the National, Provincial and Municipal Public Sector
obligations, it is also necessary to establish the remaining financial conditions which form an integral part of meeting such
obligations.
The BUREAU OF LEGAL AFFAIRS OF THE MINISTRY OF ECONOMY AND INFRASTRUCTURE has acted within its competence.

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This measure is issued by virtue of the powers granted by Article 99, section 3 of the NATIONA CONSTITUTION, and by aw N
25.561.
Now, therefore,
THE PRESIDENT OF ARGENTINA, IN A CABINET MEETING
HEREBY DECREES
Art. 1 - The National, Provincial and Municipal Public Sector obligations in force at February 3, 2002 denominated in United
States dollars or other foreign currency, the governing law of which is only Argentine aw, shall be converted at the rate of ONE
PESO AND FORTY CENTS ( 1.40) per United States Dollar or equivalent in other foreign currency, and shall be adjusted by the
Reference Stabilization Coefficient (CER).
(Infoleg note: by virtue of article 1 of Decree N 1443/2002 Official Gazette 12/8/2002, Provincial State debts denominated in
foreign currency with Banks in which they have a majority shareholding are excepted from this article, to the extent such
indebtedness was originated in the acquisition of credit portfolios approved by BANCO CENTRAL DE LA REPBLICA ARGENTINA,
with respect to which Communication A 2593 dated September 25, 1997 and supplements thereto, issued by same, is
applicable, and provided the effective transfer of the credit portfolio has operated at December 31, 2001. Debts included in this
article shall be converted to Pesos at the rate of ONE PESO ($1) per UNITED STATES DOLLAR (US$1). Article 1 of Decree N
1443/202 shall not be applicable with respect to provincial indebtedness which has been implemented in the form of Public
Securities, Bonds, Treasury Bills or Loans, and which has been or are voluntarily submitted for conversion to Secured Loans or
Secured National Bonds in accordance with the provisions set forth in Decree N 1387/01 and the regulations and supplements
thereto).
Art. 2 National Public Sector obligations converted to Pesos by virtue of the provisions of the preceding article, with the
exception of those implemented by means of Secured oans approved by Decree N 1646/01 and ex-MINISTRY OF ECONOMY
Resolution n 851/01, shall bear interest at the rate of T O PERCENT (2%) per year as of February 3, 2002, the dates and
payment frequency of the respective instruments being maintained in their original form.
Art. 3 National Public Sector obligations converted to Pesos by virtue of the provisions set forth in article 1 hereof and
implemented by means of Secured oans approved by Decree N 1646/01 and ex-MINISTRY OF ECONOMY Resolution N
851/01, as of February 3, 2002, shall earn the following rates of interest:
a)

T REE PERCENT (3%) per year for Secured oans with an average life of up to FIVE (5) years.

b)

FOUR PERCENT (4%) per year for Secured oans with an average life in excess of FIVE (5) years and up to TEN (10)
years.

c)

FIVE PERCENT (5%) per year for Secured oans with an average life in excess of TEN (10) years.

d)

FIVE POINT FIVE PERCENT (5.50%) per year, compoundable, for Secured oans having a capitalization of at least FIVE
(5) years.

In all cases, the average life shall run as of November 6, 2001.


Art. 4 The Tax Credit Certificates (CCF) recorded with CAJA DE VA ORES SOCIEDAD AN NIMA shall adapt their values in
accordance with the security they represent, taking into consideration the provisions set forth in articles 1 and 2 of this
decree.
Art. 5 - The Provincial and Municipal Public Sector obligations converted to pesos in accordance with the provisions set forth in
article 1 of this decree shall bear interest at the rate of FOUR PERCENT (4%) per year as of February 3, 2002.
Art. 6 - The National, Provincial and Municipal Public Sector obligations in force at February 3, 2002 and represented by
securities and loans denominated originally in pesos are not covered by the provisions set forth in this decree.
Art. 7 - The MINISTRY OF ECONOMY AND INFRASTRUCTURE shall be the Authority for the Application and Interpretation of this
decree, and is authorized to issue the supplementary regulations and/or clarifications with respect to same.

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PUBLIC DEBT

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Art. 8 - This decree shall ta e force as of the date of its publication in the Official Gazette, and the effects resulting from its
provisions shall be applied as of the effective date of Decree N 214/02.
Art. 9 - Inform the NATIONAL CONGRESS
Art. 10 - Communicate, publish, provide to the National Civil Registry Bureau and archive DUHALDE Jorge M. Capitanich
Jorge . Remes enicov Jorge R. Vanossi Carlos F. Ruckauf Gins M Gonzlez Garca Alfredo N. Atanasof Rodolfo
Gabrielli Jos I. De Mendiguren Graciela Giannettasio Mara N. Doga Jos H. Jaunarena
(Infoleg note: in accordance with article 62 of Law N 25,725, Official Gazette 01/10/2003, this decree is ratified).

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AFFIDAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION

STATE OF NEW YORK )


:ss.:
COUNTY OF NEW YORK)
SEBASTIAN VILLA VECES, being duly sworn, deposes and says:
I am an attorney employed by Cleary Gottlieb Steen & Hamilton LLP presently
residing and working within the State ofNew York and declare:
I am proficient with the Spanish language and the English language, have had
prior experience in translating documents in those languages, have translated the foregoing
document (Decree 47112002) from Spanish into English, and believe that the translation is
complete and accurate.

Sworn to before me this


13th day February 2015

i<.ua-i\brie Shaleesb

Notary Public- State of New York


No. OJSH6154142
QaUfled Ia Rlcll.... C.tr.
CeriUicate .. .. New vn c...,
k ...

..,c........

DEUDA PUBLICA
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Page 1 of 4

Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.

DEUDA PUBLICA
Decreto 471/2002

Determnase el tratamiento a otorgar al endeudamiento que fuera sumido originalmente en dlares


estadounidenses u otras monedas extranjeras por parte del Sector Pblico Nacional, Provincial y Municipal
cuando tales obligaciones se encuentren sometidas a la ley argentina. Condiciones para obligaciones
instrumentadas mediante Prstamos Garantizados y para los Certificados de Crdito Fiscal registrados en
Caja de Valores S.A. Vigencia.
Bs. As., 8/3/2002
VISTO la Ley N 25.561; los Decretos Nros. 979 de fecha 1 de agosto de 2001, 1005 de fecha 9 de agosto de
2001, 1226 de fecha 2 de octubre de 2001, 1387 de fecha 1 de noviembre de 2001 modificado por el Decreto N
1506 de fecha 22 de noviembre de 2001, 1646 de fecha 12 de diciembre de 2001, 214 de fecha 3 de febrero de
2002 y modificatorios; las Resoluciones del ex- MINISTERIO DE ECONOMIA Nros. 767 de fecha 28 de noviembre
de 2001 y 851 de fecha 14 de diciembre de 2001, y
CONSIDERANDO
Que el Sector Pblico Nacional, Provincial y Muncipal ha debido recurrir al endeudamiento pblico como forma de
atender los requerimientos de financiamiento de las distintas obligaciones y compromisos de las responsabilidades
de gobierno a su cargo.
Que el referido endeudamiento ha sido instrumentado a travs de diversos ttulos de deuda y prstamos, siendo
que las obligaciones as resultantes, requieren ser atendidas conforme al ordenamiento normativo que resulte
aplicable.
Que por el Artculo 17 del Decreto N 1387/ 01 se instruy al ex - MINISTERIO DE ECONOMIA para que ofreciera
en condiciones voluntarias, la posibilidad de convertir la deuda pblica nacional por Prstamos Garantizados o
Bonos Nacionales Garantizados, siempre que la garanta ofrecida o el cambio de deudor permitieran obtener para
el Sector Pblico Nacional menores tasas de inters.
Que por el Artculo 22 del decreto citado en el considerando anterior, se autoriz al ex - MINISTERIO DE
ECONOMIA a afectar recursos que le corresponden a la Nacin de conformidad al Rgimen de Coparticipacin
Federal de Impuestos o recursos del Impuesto sobre Crditos y Dbitos en Cuenta Corriente Bancaria, hasta la
suma que resulte necesaria para atender los vencimientos de capital e intereses de los Prstamos Garantizados o
Bonos Nacionales Garantizados en que se convierta la deuda pblica nacional.
Que por la Resolucin del ex MINISTERIO DE ECONOMIA N 767/01 se aprob el mecanismo de conversin de
ttulos elegibles por Prstamos Garantizados del Gobierno Nacional.
Que la operacin descripta anteriormente implic la aprobacin del Contrato de Fideicomiso y del Contrato de
Prstamo Garantizado mediante el Decreto N 1646/01, los que contienen clusulas por las cuales el ESTADO
NACIONAL se comprometi a ceder en garanta a los acreedores por los Prstamos Garantizados, los recursos del
Impuesto sobre Crditos y Dbitos en Cuenta Corriente Bancaria establecidos en la Ley N 25.413 con la
modificacin introducida por la Ley N 25.453 y modificaciones posteriores, y en general todos los recursos que le
corresponden al ESTADO NACIONAL por el Rgimen de Coparticipacin Federal de Impuestos, con exclusin de
los recursos que les corresponden a las Provincias y a la Seguridad Social, por hasta la suma que resulte necesaria
para atender la totalidad de los vencimientos de capital e inters de los Prstamos, en las condiciones que se
prevn en dichos contratos.
Que por la Resolucin del ex MINISTERIO DE ECONOMIA N 851/01, se aprob el "Addendum al Contrato de
Prstamo Garantizado" que permiti la ampliacin del monto de capital de los Prstamos Garantizados.
Que por el Decreto N 979/01 se dispuso la emisin de Certificados de Crdito Fiscal (CCF) por hasta un VALOR
NOMINAL ORIGINAL DE DOLARES ESTADOUNIDENSES UN MIL MILLONES (V.N.O. U$S 1.000.000.000).
Que por los Decretos Nros. 1005/01 y 1226/01 se autoriz al ex - MINISTERIO DE ECONOMIA a emitir Certificados
de Crdito Fiscal (CCF) por el importe equivalente a los cupones de intereses de los Ttulos de la Deuda Pblica
Nacional que se hayan depositado hasta el 31 de diciembre de 2001 en custodia en la CAJA DE VALORES
SOCIEDAD ANONIMA.

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Que ante la gravedad de la situacin que atraviesa nuestro pas, poniendo en riesgo la paz social, el HONORABLE
CONGRESO DE LA NACION sancion la Ley N 25.561 que declar la emergencia pblica en materia social,
econmica, administrativa, financiera y cambiaria, y estableci el fin del rgimen de convertibilidad instaurado por la
Ley N 23.928.
Que por la Ley N 25.561 se delegaron facultades al PODER EJECUTIVO NACIONAL, entre otras, para proceder al
reordenamiento del sistema financiero, bancario y del mercado de cambios; de crear condiciones para el
crecimiento econmico sustentable y compatible con la reestructuracin de la deuda pblica y de reglar la
reestructuracin de las obligaciones, en curso de ejecucin, afectadas por el nuevo rgimen cambiario instituido.
Que el PODER EJECUTIVO NACIONAL, actuando dentro del marco de la Ley N 25.561 dict el Decreto N 214/02
y modificatorios, por el que se establecieron un conjunto de disposiciones, todas ellas comprendidas dentro de las
facultades conferidas por el HONORABLE CONGRESO DE LA NACION.
Que por el Artculo 1 del citado decreto se dispuso transformar a Pesos todas las obligaciones de dar sumas de
dinero expresadas en Dlares Estadounidenses u otras monedas extranjeras, existentes a la sancin de la Ley N
25.561.
Que la persistencia del dficit fiscal de las cuentas pblicas de la Nacin; los Estados Provinciales y los Municipios
ha derivado forzosamente en la acumulacin de un abultado endeudamiento pblico, el cual constituye
indudablemente una de las principales causales determinantes de la delicada crisis econmica y financiera que
atraviesa nuestro pas.
Que el financiamiento obtenido por el sector pblico a travs de dicho endeudamiento, se encuentra convenido en
gran medida mediante instrumentos de deuda denominados originalmente en dlares estadounidenses u otras
monedas extranjeras.
Que el mencionado endeudamiento encontr andamiaje dentro del rgimen de convertibilidad, el cual finaliz al
sancionarse la Ley N 25.561.
Que dichos instrumentos de deuda han captado el financiamiento proveniente del mercado de capitales y del ahorro
privado, por parte de empresas, entidades financieras, fondos de inversin y particulares, tanto de residentes en
nuestro pas como del exterior.
Que dentro del marco normativo dispuesto por la Ley N 25.561 y el Decreto N 214/02, resulta procedente
determinar el tratamiento a otorgar al endeudamiento que fuera asumido originalmente en dlares estadounidenses
u otras monedas extranjeras por parte del Sector Pblico Nacional, Provincial y Municipal, cuando tales
obligaciones se encuentren sometidas a la ley argentina.
Que cabe discernir las condiciones a que han de sujetarse el Estado Nacional, los Estados Provinciales y los
Municipios, asumiendo el inters de orden pblico que debe primar para atender el cumplimiento de tales
obligaciones.
Que dicho tratamiento debe necesariamente hallarse encuadrado sobre el nuevo ordenamiento econmico y
financiero resultante de las disposiciones contenidas en la Ley N 25.561 y en el Decreto N 214/02, as como en el
adecuado cumplimiento de las obligaciones derivadas del endeudamiento asumido por el sector pblico, en funcin
de preservar los intereses de los acreedores y ahorristas, ello actuando en consonancia con el rgimen de
conversin a pesos de las obligaciones expresadas originalmente en moneda extranjera.
Que asimismo, la decisin a adoptarse sobre la forma de cumplimiento de las obligaciones asumidas por el sector
pblico, debe contemplar necesariamente determinadas condiciones que posibiliten preservar hacia el futuro, la
potencialidad de los instrumentos crediticios idneos de que puede valerse en todo momento la gestin de los
asuntos de Estado, para captar ahorro privado a travs del mercado de capitales.
Que asimismo, la presente medida incorpora los trminos convenidos en el Acuerdo Nacin - Provincias sobre
Relacin Financiera y Bases de un Rgimen de Coparticipacin Federal de Impuestos, suscripto con fecha 27 de
febrero de 2002, que entre sus puntos estableciera que los Estados Provinciales pueden encomendar al ESTADO
NACIONAL la renegociacin de las deudas pblicas provinciales y que la misma se reprogramar bajo los
lineamientos a los que quede sujeta la deuda pblica nacional.
Que junto a la determinacin de la modalidad de conversin que resulta aplicable a las obligaciones del Sector
Pblico Nacional, Provincial y Municipal, con igual temperamento corresponde tambin establecer las restantes
condiciones financieras que forman parte integrante del cumplimiento de tales obligaciones.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS
INFRAESTRUCTURA, ha tomado la intervencin que le compete.

del

MINISTERIO

DE

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Que la presente medida se dicta en virtud de las facultades conferidas por el Artculo 99, inciso 3 de la
CONSTITUCION NACIONAL, y por la Ley N 25.561.
Por ello,
EL PRESIDENTE DE LA NACION ARGENTINA EN ACUERDO GENERAL DE MINISTROS
DECRETA:
Artculo 1 Las obligaciones del Sector Pblico Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002
denominadas en Dlares Estadounidenses u otra moneda extranjera, cuya ley aplicable sea solamente la ley
argentina, se convertirn a PESOS UNO CON CUARENTA CENTAVOS ($ 1,40) por cada Dlar Estadounidense o
su equivalente en otra moneda extranjera y se ajustarn por el Coeficiente de Estabilizacin de Referencia (CER).
(Nota Infoleg: por art. 1 del Decreto N1443/2002 B.O. 12/8/2002 se excepta de lo dispuesto por el presente
artculo a las deudas de los Estados Provinciales denominadas en moneda extranjera con los Bancos en los que los
mismos tengan participacin accionaria mayoritaria, en la medida que dichas deudas estuvieren originadas en la
adquisicin de carteras crediticias aprobadas por el BANCO CENTRAL DE LA REPUBLICA ARGENTINA, respecto
de las cuales sea de aplicacin la Comunicacin "A" 2593 de fecha 25 de setiembre de 1997 y complementarias
emitidas por el mismo, y que la transferencia efectiva de la cartera crediticia haya operado al 31 de diciembre de
2001. Las deudas que quedan comprendidas en el presente artculo sern convertidas a Pesos a razn de PESOS
UNO ($ 1) por cada UN DLAR ESTADOUNIDENSE (U$S 1). El artculo 1 del Decreto N1443/2002 no ser de
aplicacin respecto de las deudas provinciales que hayan sido instrumentadas en la forma de Ttulos Pblicos,
Bonos, Letras del Tesoro o Prstamos y que hayan sido o sean presentadas en forma voluntaria para su conversin
a Prstamos Garantizados o Bonos Nacionales Garantizados, de acuerdo a las disposiciones del Decreto N
1387/01 y sus normas reglamentarias y complementarias.)

Art. 2 Las obligaciones del Sector Pblico Nacional convertidas a Pesos en funcin de lo dispuesto en el
artculo anterior, excepto las instrumentadas mediante Prstamos Garantizados aprobados por el Decreto N
1646/01 y la Resolucin del ex - MINISTERIO DE ECONOMIA N 851/ 01, devengarn intereses a la tasa del DOS
POR CIENTO (2%) anual a partir del 3 de febrero de 2002, mantenindose las fechas y frecuencia de pago de los
instrumentos respectivos, en la forma originalmente pactada.
Art. 3 Las obligaciones del Sector Pblico Nacional convertidas a Pesos en funcin de lo dispuesto en el
artculo 1 del presente decreto e instrumentadas mediante Prstamos Garantizados aprobados por el Decreto N
1646/01 y la Resolucin del ex - MINISTERIO DE ECONOMIA N 851/01, devengarn a partir del 3 de febrero de
2002 las siguientes tasas de inters:
a) TRES POR CIENTO (3%) anual para los Prstamos Garantizados con vida promedio de hasta CINCO (5) aos.
b) CUATRO POR CIENTO (4%) anual para los Prstamos Garantizados con vida promedio mayor a CINCO (5)
aos y hasta DIEZ (10) aos.
c) CINCO POR CIENTO (5%) anual para los Prstamos Garantizados con vida promedio mayor a DIEZ (10) aos.
d) CINCO CON CINCUENTA CENTESIMOS POR CIENTO (5,50%) anual, capitalizable para los Prstamos
Garantizados que tengan una capitalizacin de por lo menos CINCO (5) aos.
Para todos los casos, la vida promedio se contar a partir del 6 de noviembre de 2001.
Art. 4 Los Certificados de Crdito Fiscal (CCF) registrados en la CAJA DE VALORES SOCIEDAD ANONIMA
adecuarn sus valores en funcin del ttulo que representan, teniendo en cuenta lo establecido en los artculos 1 y
2 del presente decreto.
Art. 5 Las obligaciones del Sector Pblico Provincial y Municipal convertidas a Pesos en funcin de lo dispuesto
en el artculo 1 del presente decreto, devengarn intereses a la tasa del CUATRO POR CIENTO (4%) anual a
partir del 3 de febrero de 2002.
Art. 6 Las obligaciones del Sector Pblico Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002 e
instrumentadas mediante ttulos y prstamos denominados originalmente en Pesos no estn alcanzadas por las
disposiciones del presente decreto.
Art. 7 El MINISTERIO DE ECONOMIA E INFRAESTRUCTURA ser la Autoridad de Aplicacin e Interpretacin
del presente decreto, quedando facultado para dictar las normas complementarias y/o aclaratorias del mismo.

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Art. 8 El presente decreto comenzar a regir a partir de su publicacin en el Boletn Oficial, establecindose que
los efectos resultantes de sus disposiciones se aplican a partir de la entrada en vigencia del Decreto N 214/02.
Art. 9 Dse cuenta al HONORABLE CONGRESO DE LA NACION.
Art. 10. Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. DUHALDE.
Jorge M. Capitanich. Jorge L. Remes Lenicov. Jorge R. Vanossi. Carlos F. Ruckauf. Gins M.
Gonzlez Garca. Alfredo N. Atanasof. Rodolfo Gabrielli. Jos I. De Mendiguren. Graciela Giannettasio.
Mara N. Doga. Jos H. Jaunarena.
(Nota Infoleg: por art. 62 de la Ley N 25.725 B.O. 10/01/2003 se ratifica el presente decreto.)

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EXHIBIT O

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FISCAL AGENCY AGREEMENT


between
THE REPUBLIC OF ARGENTINA

and
BANKERS TRUST COMPANY, Fiscal Agent

Dated as of October 19, 1994

ARG 0001

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TABLE OF CONTENTS
Page
1.

Securities Issuable in Series

. . . .

2.

Appointment of Fiscal Agent; Paying Agents

3.

Authentication

4.

Registration, Transfers and Exchanges

5.

Global Securities

6.

Payment

7.

Additional Amounts

11

8.

Mutilated, Destroyed, Stolen or Lost Certificates

ll

9.

Redemption and Purchases

12

10.

Cancellation and Destruction

14

11.

Negative Pledge and Covenants

14

12.

Default; Acceleration of Maturity

17

13.

Limit on Liability; Acceptance of Appointment

19

14.

Expenses and Indemnity

20

15.

Successor Fiscal Agent

20

16.

Meetings of Holders of Securities; Modifications

22

17.

Further Issues

26

18.

Reports

26

19.

Forwarding of Notice; Inquiries

27

20.

Listings

27

21.

Notices

27

22.

Consent to Service; Jurisdiction

28

23.

Governing Law and Counterparts

29

-iARG0002

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24.

Headings

29

Exhibit A - Form of Registered Security

-iiARG0003

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THE REPUBLIC OF ARGENTINA

FISCAL AGENCY AGREEMENT dated as of October 19,


1994, between The Republic of Argentina (the "Republic") and

Bankers Trust Company, a New York banking corporation, as


fiscal agent.

1.
Securitjes IssuabJe in
(a)
The
Republic may issue itsnotes, securities, debentures or
other evidences of indebtedness (the "Securities") in
separate series from time to time (each such series of
Securities being hereinafter referred to as a "Series" or
the "Securities of a Series"). The aggregate principal
amount of the Securities of all Series which may be
authenticated and delivered under this Agreement and which
may be outstanding at any time is not limited by this
Agreement. The text of the Securities of a Series delivered
to the Fiscal Agent {as hereinafter defined) for
authentication on original issuance pursuant to Section 3 o'f_ this Agreement shall establish (i) the specific designation
of the Securities of such Series (which shall distinguish
the Securities of such Series from all other Series); (ii)
any limit on the aggregate principal amount of the
Securities of such Series which may be authenticated and
delivered under this Agreement (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
such Series pursuant to the provisions of this Agreement or
of the Securities of such Series); (iii) the price or prices
(expressed as a percentage of the aggregate principal amount
thereof) at which the Securities of such Series will be
issued; (iv) the date or dates on which the principal and
premium, if any, of the Securities of such Series is
payable; (v) the rate or rates (which may be fixed or
floating) per annum at which the Securities of such Series
shall bear interest, if any, the date or dates from which
such interest, if any, shall accrue, the interest. payment
dates on which such interest shall be payable and the record
dates for the determination of holders of the Securities of
such Series to whom interest is payable; (vi) the place or
places where the principal of, and-premium, if any, and
interest on the Securities of such Series are payable; (vii)
the price or prices at which, the period or periods within
which and the terms and conditions upon which Securities of
such Series may be redeemed, in whole or in part, at the
option of the Republic or otherwise; (viii) the obligation,
if any, of the Republic to redeem, purchase or repay
Securities of such Series pursuant to any sinking fund or
analogous provisions and the price or prices at which, the

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period or periods within which, and the terms and conditions


upon which Securities of such Series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such
obligation; (ix) the minimum denomination and any multiples
thereof of the Securities of such Series, which may be in
u.s. dollars, another foreign currency, units of two or more
currencies or amounts determined by reference to an index;
(x) the currency or currencies in which the principal,
premium, if any, or interest on such Securities may be
payable; (xi) the manner in which the amount of payments of
principal, premium, if any, or interest on such Securities
is to be determined and if such determination is to be made
with reference to any index; (xiil any covenants or
agreements of the Republic and events which give rise to the
right of a holder of a Security of such Series to accelerate
the maturity of such Security other than such covenants,
agreements or events specified herein; and (xiii) any other
terms of the Securities of such Series. Securities may be
issuable pursuant to warrants {if so provided in the text of
such securities) and the Fiscal Agent may act as warrant
agent or in any similar capacity in connection therewith.
(b) The Securities of a Series are to be issued
in fully registered form only, without interest coupons, and
will be issuable in the denominations specified in the text
of the Securities of such Series, substantially in the form
of Exhibit A hereto ("registered Securities"). The
Securities of a Series may also have such additional
orovisions, omissions, variations or substitutions as are
not inconsistent with the provisions of this Agreement, and
may have such letters, numbers or other marks of
identification and such legends or endorsements placed
thereon as may be required to comply with any law or with
any rules made pursuant thereto or with the rules of any
securities exchange or governmental agency or as may,
consistent herewith, be determined by the officials
executing such Securities, as evidenced by their execution
of such Securities. All Securities of a particular Series
shall be otherwise substantially identical except as to
denomination and as provided herein.
(c)
The Securities will constitute (exceot as
orovided in Section 11 below) direct,
unsecured and unsubordinated obligations of the Republic and
shall at all times rank .I;la.ti passu and without any
preference among themselves. The payment obligations of the
Republic under the Securities shall at all times rank at
least equally with all its other present and future
unsecured and unsubordinated External Indebtedness (as
defined in this Agreement} .

ARG 0005

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2.

Appointment of FiscaJ Agent Paying Agecrs.

(a) The Republic hereby appoints Bankers Trust Company, at


present having its office at 4 Albany Street, New York, New
York 10006 as fiscal agent, transfer agent, registrar and
principal paying agent of the Republic for the Securities,
upon the terms and conditions set forth herein. Bankers
Trust Company accepts such appointments, and along with
successors as such fiscal agent, is hereinafter referred to
as the "Fiscal Agent 11 The Republic reserves the right to
appoint different fiscal agents for different series of
securities.
(b) The Republic may appoint one or more
additional agents (hereinafter called a "Paying Agent" or
the 11 Paying Agents") for the payment (subject to the
applicable laws and regulations) of the applicable payment
of principal, premium, if any, and interest or Additional
Amounts (as defined in Section 7 herenf), if any, on the
Securities at such place or places as the Republic may
determine pursuant to an agreement (each, a "Paying Agency
Agreement"); provided that the Republic will maintain at all.
times until no Security is outstanding a Paying Agent (who
may be the Fiscal Agent) in the Borough of Manhattan, The
City of New York. The Republic will keep the Fiscal Agent
lnformed as to the name, address, and telephone and
facsimile numbers of each Paying Agent appointed by it and
will notify the Fiscal Agent of the resignation of any
Paying Agent. The Fiscal Agent shall arrange with each
Paying Agent for the payment, as provided herein, of the
principal and interest or Additional Amounts, if any, on the
Securities on terms previously approved in writing by the
Republic (further references herein to principal and
interest shall be deemed to also refer to any Additional
Amounts).
3.
Authent.icatjqo.
(a) The Fiscal Agent shall,
upon delivery of the Securities to it by the Republic, and a
written order or orders to authenticate and deliver
Securities in a stated aggregate principal amount, (i)
authenticate and register not more than said aggregate
principal amount of Securities and deliver them in
accordance with the written order or orders of the Reoublic
and (ii) thereafter authenticate and register Securities and
deliver them in accordance with the provisions of
4, 5 and 9 of this Agreement. The total principal amount of
the Securities to be issued and outstanding at any time
shall not be limited hereby.

(b) The Fiscal Agent may, with the prior written


consent of the Republic, appoint by an instrument or
instruments in writing one or more agents (which may include

3
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itself) for the authentication of Securities of a Series


and, with such consent, vary or terminate any such
appointment upon written notice and approve any change in
the office through which any authenticating agent acts. The
Republic (by written notice to the Fiscal Agent and the
authenticating agent whose appointment is to be terminated)
may also terminate any such appointment at any time. The
Fiscal Agent hereby agrees to solicit written acceptances
from the entities concerned (in form and substance
satisfactory to the Republic) of such appointments. In its
acceptance of such appointment, each such authenticating
agent shall agree to act as an authenticating agent pursuant
to the terms and conditions of this Agreement.
(c) Until definitive Securities of a Series are
prepared, the Republic may execute, and there shall be
authenticated and delivered in accordance with the
provisions hereof (in lieu of definitive Securities of such
Series), temporary Securities of such Series. Such
temporary Securities of a Series shall be subject to the
same limitations and conditions and entitled-to the same
rights and benefits as definitive Securities of such
except as provided herein or therein. Temporary Securitiesof a Series shall be exchangeable for definitive Securities
of such Series when such definitive Securities are available
for delivery; and upon the surrender for exchange of such
temporary Securities of a Series, the Republic shall execute
and there shall be authenticated and delivered, in
accordance with the provisions of Sections 3 and 4 hereof,
in exchange for such temporary Securities of a Series, a
like aggregate principal amount of definitive Securities of
such Series and of like tenor. The Republic shall pay all
charges, including (without limitation) stamp and other
taxes and governmental charges, incident to any exchange of
temporary Securities for definitive Securities. All
temporary Securities shall be identified as such and shall
describe the right of the holder thereof to effect an
exchange for definitive Securities and the manner in which
such an exchange may be effected.
4.

Registration. Transfers and Exchanges.

(a)

The Fiscal Agent, as agent of the Republic for such


purpose, will at all times keep at the office of the Fiscal
in the Borough of Manhattan, The City of New York, a
reglster or registers for the registration and registration
of transfers and exchanges of Securities, in which shall be
entered the names and addresses of the registered holders of
Securities and the particulars of the Securities held by
such registered holders. Subject to Section 5 hereof, upon
surrender for transfer of any Security of any Series at said
office,
Fiscal Agent shall authenticate, register and

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deliver in the name of the transferee or transferees a new


Security or Securities of any Series for a like aggregate
principal amount. Subject to Section 5 hereof, upon
surrender of any Security at said office for exchange, the
Fiscal Agent shall authenticate, register and deliver in
exchange for such Security a new Security or new Securities
of the appropriate authorized denomination(s) and for a like
aggregate principal amount in accordance with the provisions
of the Securities.
(b) All new Securities authenticated and
delivered by the Fiscal Agent upon registration of transfer
or in exchange for Securities of other denominations shall
be so dated that neither gain nor loss of interest shall
result from such registration of transfer or exchange.
(c) All Securities presented or surrendered for
registration of transfer, exchange or payment shall be
accompanied by a written instrument or instruments of
transfer in form satisfactory to the Fiscal Agent, duly
executed by the registered holder or its attorney duly
authorized in writing and with the signatures thereon duly
"guaranteed by a commercial bank or trust company having its
principal office in The City of New York or by a member of
the New York Stock Exchange.
(d) The Fiscal Agent shall not impose any service
charge on the registered holder on any such registration,
transfer or exchange of Securities; however, the
may require of the party requesting such transfer or
exchange, as a condition precedent to the exercise of any
right of transfer or exchange contained in this Agreement or
in the Securities, the payment of a sum sufficient to cover
any stamp or other tax or other governmental charge payable
in connection therewith.
(e) The Republic, the Fiscal Agent and any Paying
Agent may treat the person in whose name any Security is
registered as the owner of such Security for the purpose of
receiving payment of principal of and interest on such
Security, and all other purposes whatsoever, whether or not
such Sec4rity be overdue, and none of the Republic, the
Fiscal Agent or any Paying Agent shall be affected by any
notice to the contrary and any such payment shall be a good
and sufficient discharge to the Republic, the Fiscal Agent
and any Paying Agent for the amount so paid.
(f) The Fiscal Agent shall not be required to
register any transfer or exchange of Securities during the
period from the Regular Record Date (as defined in such
Securities) to the Interest Payment Date (as defined in such

5
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Securities) and for the purposes of any interest payment


made in accordance with Section 6 hereof, such payment shall
be made to those persons in whose names the Securities are
registered on such Regular Record Date.
5.
GJ obal Securjtjes.
The Securities of any
Series may be issued in whole or in part in the form of one
or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depositary (the
"Depositary") relating to such Series. Global securities
may be issued only in fully registered form and in either
temporary or definitive form. Unless and until it is
exchanged in whole or in part for Securities in definitive
form, a Global Security may not be transferred except as a
----=__whole by the Depositary for such Global Security t.o a
nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any nominee of such
Depositary to a successor Depositary or any nominee of such
successor.
Upon the issuance of a Global Security, the
Depositary for such Global Security will credit on its bookentry registration and transfer system the respective
principal amounts of the Securities represented by such
Global Security to the accounts of Persons that have
accounts with such Depositary ("Participants"). The
accounts to be credited shall be designated by the agents or
underwriters with respect to such Securities or by the
Republic if such
are offered and sold directly by
the Republic. Ownership of beneficial interests in a Global
Security will be limited to Participants or Persons that may
hold interests through Participants. Ownership of
beneficial interests in a Global Security will be shown on,
and the transfer of that ownership will be effected only
through, records maintained by the applicable Depositary
(with respect to interests of Participants) and records of
Participants (with respect to interests of Persons who hold
through Participants). Owners of beneficial interests in a
Global Security (other than Participants) will not receive
written confirmation from the applicable Depositary of their
purchase. Each beneficial owner is expected to receive
written confirmation providing details of the transaction,
as well as periodic statements of its holdings, from the
Depositary (if such beneficial owner is a Participant) or
from the Participant through which such beneficial owner
entered into the transaction (if such beneficial owner is
not a Participant) . The laws of some states require that
certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such

6
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laws may impair the ability to own, pledge or transfe:


beneficial interests in a Global Security.
So long as the Depositary for a Global Secu:ity,
or its nominee, is the registered owner of such Global
Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the
Securities represented by such Global Security for all
purposes under this Agreement. Except as specified below or
with respect to the terms of Securities of a Series, owners
of beneficial interests in a Global Security will not be
entitled to have any of the individual Securities
represented by such Global Security registered in their
names, and will not receive or be entitled to receive
---physi-cal delivery of any such Securities in definitive form
and wTll not be considered the owners or holders thereof
under such Securities or this Agreement. Accordingly, each
Person owning a beneficial interest in a Global Security
must rely on the procedures of the Depositary for such
Global Security and, if such Person is not a Participant, on
the procedures of the Participant through which such Person
owns its interest, to .. exercise any rights of a holder under
the Securities or this Agreement.
The Republic understands
that under existing industry practices, if the Republic
requests any action of holders, or an owner of a beneficial
interest in such Global Security desires to take any action
which a holder is entitled to take under the Fiscal Agency
Agreement, the Depositary for such Global Security would
the Participants holding the relevant interests to
take such action, and such Participants would authorize
beneficial owners owning through such Participants to take
such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Payments of principal of and any premium and any
interest on Securities registered in the name of a
Depositary or its nominee will be made to the Depositary or
its nominee, as the case may be, as the holder of the Global
Security representing such Securities.
None of the
Republic, any Paying Agent or the Fiscal Agent, in its
capacity as registrar for such Debt Secu=ities, will have
any responsibility or liability for any aspect of the
records relating to or payments made on account of
beneficial interests in a Global Security or for
maintaining, supervising or reviewing any records relating
to such beneficial
The Republic expects that the Depositary for a
series of Securities or its nominee, upon receipt of any
payment of principal, premium or interest in respect of a
Global Security representing such Securities will credit

ARGOOlO

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Participants'
with payments in amounts
proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the
records of such Depositary. The Republic also expects tha:
payments by Participants to owners of beneficial interests
in such Global Security held through such Participants will
be governed by standing instructions and customary
practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in
"street name 11 Such payments will be the responsibility of
such Participants.
If at any time the Depositary notifies the
Republic that-it is unwilling or unable to continue as
Depositary for-the Securities, or if the Republic notifies
the Depositary that it will no longer continue as Depositary
for the Securities, or if at any time the Depositary ceases
to be a clearing agency registered under the United States
Securities Exchange Act of 1934, as amended, or otherwise
ceases to be eligible to be a Depositary, the Republic shall
appoint asuccessor Depositary with respect to such
Securities. If a successor Depositary for such Securities
is not appointed by the Republic within 90 days after the
Republic receives such notice or becomes aware of such
ineligibility, or if the Depositary notifies the Fiscal
Agent or the Republic of the acceleration of the
indebtedness under the Securities in accordance with the
terms of the Securities, the Republic will execute, and the
Fiscal Agent upon receipt of such executed definitive
Securitres will authenticate and deliver, Securities in
definitive registered form without coupons, in denominations
of U.S.$1,000 and integral multiples thereof (unless some
other denomination is specified in terms of the Securities
of a Series), in an aggregate principal amount equal to the
aggregate principal amount of the Global Securities.
The Republic may at any time and in its sole
discretion determine not to have any of the Securities held
in the form of Global Securities. In such event, the
Republic will execute, and the Fiscal Agent, upon receipt of
such executed definitive Securities will authenticate and
deliver, Securities in definitive registered form
coupons, in denominations of U.S.$1,000 and integral
multiples thereof (unless some other denomination is
specified in terms of the Securities of a Series, in an
aggregate principal amount equal to the aggregate principal
amount of the Global Securities.
Upon the exchange of the Global Securities for
Securities in definitive registered form the Global
Securities shall be canceled by the Fiscal Agent.

8
ARG 0011

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Securities in definitive registered form issued in exchange


for the Global Securities pursuant to this section shall be
registered in such names as the Depositary, pursuant to
instructions from its direct or indirect participants
otherwise, shall instruct the Fiscal Agent or the Reoublic.
The Fiscal Agent shall deliver such Securities in definitive
registered form to or as directed by the persons in whose
names such definitive registered Securities are so
registered and will direct all payments to be made in
respect of such Securities in definitive registered form to
the registered holders thereof on or after such exchange
regardless of whether such exchange occurred after the
record date for such payment.
All Securit-ies in definitive registered form,
issued upon the exchange of the Global Securities, shall be
valid obligations of the Republic, evidencing the same debt,
and entitled to the same benefits under this Agreement, as
the Global Securities surrendered upon such exchange.

6: Payment. (a) The Republic will pay to the


Fiscal Agent, the amounts, at the times and for the purposes
set forth herein and in the text of the Securities of a
Series, not later than 1:00 p.m. New York City time to an
account to be specified by the Fiscal Agent, on the day on
which the same shall become due, all amounts to be paid on
the Securities of such Series as required by the terms of
the Securities, and the Republic hereby authorizes and
directs the Fiscal Agent, from the funds so paid to it, to
make payments in respect of the Securities in accordance
with their terms and the provisions set forth below. If any
date for payment in respect of a Security is not a Business
Day, such payment shall be made on the next following
Business Day. "Business Day" means a day on which banking
institutions in The City of New York and at the applicable
place of payment are not authorized or obligated by law or
executive order to be closed. The Fiscal Agent shall
arrange directly with any Paying Agent who may have been
appcinted pursuant to the provisions of Section 2 hereof for
the payment from funds so paid by the Republic o'f the
principal of (and premium, if any) and any interest on the
Securities cf such Series as set forth herein and in the
text of said Securities. Notwithstanding the foregoing,
where the terms of such Securities expressly so provide and
the Republic so notifies the Fiscal Agent the Republic may
provide directly a Paying Agent with funds for the payment
of the principal thereof and premium and interest, if any,
payable thereon under an agreement with respect to such
funds containing substantially the same terms and conditions
set forth in this Section; and the Fiscal Agent shall have

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no responsibility with respect to any funds so provided by


the Republic to any such Paying Agent.
(b) All payments with respect to the Global
Securities shall be made by the Fiscal Agent to the
Depositary in accordance with the regular procedures
established from time to time by the Depositary.
(c) Payment of principal and premium; if any, in
respect of Securities in definitive registered form issued
pursuant hereto shall be made at the office of the Fiscal
Agent in the Borough of Manhattan, The City of New York, or
at the office of any Paying Agent appointed by the Republic
for such purpose pursuant to this Agreement against
surrender of such
Any interest on Securities of
a Series shall be paid, unless otherwise provided in the
text of the Securities of such Series, to the persons in
wnose names such Securities are registered on the register
maintained for such purposes at the close of business on the
record dates designated in the text of the Securities of
such Series. If so provided with respect to the Securities
of a Series, payments of interest
prior to or on
maturity may be made by forwarding by post or otherwise
delivering a check to the registered addresses of registered
holders. of Securities, or, at the optiqn of the Republic,
otherwise transferring funds to the registered holders of
the Securities. Such check shall be made payable to the
order of the registered holder or, in the case of joint
registered holders, to the order of all such joint holders
(failing instructions from them to the contrary) and shall
be sent to the address of that one of such joint holders
whose name stands first in the register as one of such joint
holders. The Fiscal Agent shall mail or otherwise deliver
such checks to the names and addresses of registered holders
of Securities sufficiently in advance of the relevant due
date for payment that receipt of such checks by .registered
holders on or before the due date is reasonably assured.
(d) All money paid to the Fiscal Agent under
Section 6(a) of this Agreement shall be held by it in a
separate account from the moment when such money is received
until the time of actual payment, in trust for the
registered holders of Securities to be applied by the Fiscal
Agent to payments due on the Securities at the time and in
the manner provided for in this Agreement and the
Securities. Any money deposited with the Fiscal Agent for
the payment in respect of any Security remaining unclaimed
for two years after such principal or interest shall have
become due and payable shall be repaid to the Republic upon
written request without interest, and the registered holder

10
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of Security may thereafter look only to the Republic for any


payment to which
holder may be entitled.
7.
Additional Amounts. All payments of
principal, premium, if any, and interest in respect of the
Securities by the Republic will be made free and clear of,
and without withholding or deduction for or on account of,
any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the Republic or
any authority therein or thereof having power to tax
(together "Taxes"), unless such withholding or deduction is
required by law. In such event, the Republic shall pay such
additional amounts
as will result in
receipt by the holders of Securities_of such amounts of
principal, premium and interest as would have been received
by them had no such withholding or deduction been required,
except that no such Additional Amounts shall be payable with
respect to any Security:

(a}

to a holder (or to a thirdpa.ity on behalf of a


holder) where such holder is liable for such Taxes
in respect of any Security by reason of his having
some connection with the Republic other than the
mere holding of such Security or the receipt of
principal, premium or interest in respect thereof;
or

(b)

presented for payment more than 30 days


the
Relevant Date, as defined herein, except to the
extent that the holder thereof would have been
entitled to Additional Amounts on presenting the
same for payment on the last day of such period of
30 days.

"Relevant Date" in respect of any Security means


the date on which payment in respect thereof becomes due or
(if the full amount of the money payable on such date has
not been received by the Fiscal Agent ori or prior to such
due date) the date on which notice is duly given to the
holders in the manner described in Section 21 below that
such moneys have been so received and are available for
payment. Any reference herein to "principal" and/or
"interest" shall be deemed to include any Additional Amounts
which may be payable under the Securities.

so long as any Security remains outstanding, the


Republic covenants to maintain its membership in, and its
eligibility to use the general resources of, the
International Monetary Fund.

11
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B.

MurjJated.

OY"

Lqst

Ce,...t i rj cates.
(a)
In case any Secu!"'ity certificate is
mutilated, defaced, destroyed, stolen or lost, application
for replacement shall be made to the Fiscal Agent who shall
promptly transmit such application to the Republic. such
application shall be accompanied by the mutilated or defaced
certificate or receipt of proof, satisfactory to the
Republic in its discretion, of the destruction, theft or
loss of the certificate, and upon receipt by it of an
indemnity satisfactory to the Republic and the Fiscal Agent,
the Republic shall execute a new certificate of like tenor,
and upon written instructions from the Republic the Fiscal
Agent shall thereupon cancel the mutilated or defaced
certificate if applicable and authenticate, register and
deliver such new certificate in excnangefOr t:he mutilated
or defaced certificate or in substitution for the destroyed,
stolen or lost certificate. Such new certificate will be so
dated that neither gain nor loss in interest will result
from such exchange or substitution. All expenses associated
with procuring such indemnity and with the preparation,
authentication and delivery of a new-certificate will be,
borne by the registered holder of the mutilated, defaced,
destroyed, stolen or lost certificate.
(b) Whenever any Security, alleged to have been
lost, stolen or destroyed in replacement for which a new
Security has been issued, is presented to the ?iscal Agent
or any Paying Agent for payment at maturity or at redemption
for registration of transfer or exchange, the Fiscal
Agent or the Paying Agent, as the case may be, shall
immediately notify the Republic in respect thereof and shall
deal with such Security in accordance with the Republic's
instructions.
9.
Redemptj on and Purchases.
(a) Unless
otherwise permitted by the terms of the Securities of a
Series, Securities will not be redeemable prior to maturity
at the option of the Republic or the registered holders
thereof.

(b) The Republic hereby authorizes and directs


the Fiscal Agent to administer the sinking fund ".Yith respect:
to the Securities of any Series having a mandatory sinking
fund or similar provision in accordance with the provisions
set forth in the terms of the Securities of such Series. If
the provisions of the Securities of a Series permit the
Republic to redeem Securities of such Series at
option,
then the Republic shall, unless otherwise provided in the
terms of the Securities of such Series, give written notice
to the Fiscal Agent of the principal amount of Securities of
such Series to be so redeemed not less than 60 days prior to

12
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the optional redemption date. I-f the provisions of :he


Securities of a Series permit the Republic to redeem
Securities of such Series only upon the occurrence or
satisfaction of a condition or conditions precedent thereto,
then prior to the giving of notice of redemption of the
Securities of such Series, the Republic shall deliver to the
Fiscal Agent a certificate stating that the Republic is
entitled to ef;ect such redemption and setting
in
reasonable detail a statement of facts showing that such
condition or conditions precedent have occurred or been
satisfied. If the provisions of the Securities of a Series
obligate the Republic at the request of the holders to
redeem Securities of such Series upon the occurrence of
certain events (each hereinafter referred to as a
"Redemption Event") , then the Republic shall-promptly
deliver written notice to the Fiscal Agent that a--F_edemption
Event has occurred. Promptly after receiving written notice
of a Redemption Event, the Fiscal Agent shall deliver
written notice to each holder of the Securities of such
Series stating that a Redemption Event has occurred and that
such holder may tender its Securities by delivering written
notice of its election to tender .for redemption, together
with the certificate or certificates for the Securities to
be redeemed, to the Fiscal Agent within 60 days of the
Fiscal Agent's notice (hereinafter referred to as the
"Option Period"). Thereafter, the Republic shall (i) in the
manner provided in the provisions of the Securities of such
Series and as contemplated by Section 6 hereof, arrange with
the Fiscal Agent (and each Paying Agent for the purpose, if
applicable) for the provision.of funds sufficient to make
payments to such holders in respect of such redemptions, and
(ii) redeem such Securities within 60 days of the expiration
of the Option Period. The Fiscal Agent shall provide the
Republic from time to time during and upon expiration of the
OPtion Period with reasonable detailed information as to
Securities tendered for redemption.
All notices of redemption of or Redemption Events
relating to Securities of a Series to the holders thereof
shall be made in the name and at the expense of the Republic
and shall be given in accordance with the provisions
applicable thereto set forth in the terms of the Securities
of such Series.
Whenever less than all the Securities of a Series
with the same interest rate and maturity at any time
outstanding are to be redeemed at the option of
Republic, the particular Securities of such Series with such
interest rate and maturity to be redeemed shall be selected
not more than 60 days prior to the redemption date by the
Fiscal Agent from the outstanding Securities of such Series

13
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not previously called for redemption by such usual method as


the Fiscal Agent shall deem'fair and appropriate, which
method may provide for the selection for redemption of
portions of the principal amount of registered Secu=ities of
such Series the minimum denominations of which, if any, will
be specified in the terms of the Securities of such Series.
Upon any partial redemption of a registered Security of a
Series, the Fiscal Agent shall authenticate and deliver in
exchange therefor one or more registered Securities of such
Series, of any authorized denomination and like tenor as
requested by the holder thereof, in aggregate principal
amount equal to the unredeemed portion of the principal of
such Security.
(c) The Republic may at any time purchase
Securities at any price in the open market or otherwise,
provided that in any such case such purchase or purchases
are in compliance with all relevant laws, regulations and
directives. Securities so purchased by the Republic, may,
at the Republic's discretion, be held, resold or surrendered
to the Fiscal Agent for cancellation. The Securities so
purchased, while held by or on behalf or for the benefit of
the Republic shall not entitle the registered holder thereof
to vote at any meetings of registered holders of Securities
and shall not be deemed to be outstanding for the purposes
of calculating quorums at meetings of the registered holders
of the Securities. Notwithstanding the foregoing, the
Republic will not acquire any beneficial interest in any
Securities unless it gives prior written notice of.each
acquisition to the Fiscal Agent. The Fiscal Agent will be
entitled to rely without further investigation on any such
notification (or lack thereof).
. (d) If the Republic elects to cancel any
Securities when Securities have been issued in the form of a
Global Security, it may request the Fiscal Agent co instruct
the Depositary to reduce the outstanding aggregate principal
amount of the Global Securities in accordance with the
regular procedures of the Depositary in effect at such time.
10. CanceJlation and Dest;ruction. All Securities
which are paid at maturity or upon earlier repurchase,,
are mutilated, defaced or surrendered in exchange for
certificates, shall be cancelled by the Fiscal Agent who
shall register such cancellation. The Fiscal Agent shall.
as soon as practicable after the date of any such
cancellation, furnish the Republic with a certificate o=
certificates stating the serial numbers and total number of
Securities that have been cancelled. The Fiscal Agent shall
destroy all cancelled Securities in accordance with the
instructions of the Republic and shall furnish to the

14
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Republic, on a timely basis, certificates of destruction


stating the serial numbers, dollar value and tocal
all Securities destroyed hereunder.

of

11. Negatiye PJedge and Covenants. So long as


any Security remains outstanding, save for the exceptions
set forth below, the Republic will not create or permit to
subsist any lien, pledge, mortgage, security interest, deed
of trust, charge or other encumbrance or preferential
arrangement which has the practical effect of constituting a
security interest ("Lien") upon the whole or any part of its
assets or revenues to secure any Public External
Indebtedness of the Republic unless, at the same time or
prior thereto, the Republic's obligations under the
Securities either (i) are secured equally and ratably
therewith, or (ii) have the benefit of such other security,
guarantee, indemnity or other arrangement as shall be
approved by the holders of the Securities (as provided in
Section 16).

Notwithstanding the foregoing, the Republic may


permit to subsist:
(i)
any Lien upon property to secure Public
External Indebtedness of the Republic incurred for the
purpose of financing the acquisition of such property;
any renewal or extension of any such Lien which is
limited to the original property covered thereby and
which secures any renewal or extension of the original
secured financing;
(iil
any Lien existing on such property at the
time of its acquisition to secure Public External
Indebtedness of the Republic and any
or
extension of any such Lien which is limited to the
original property covered thereby and which secures any
renewal or extension of the original secured financing;
(iii}
any Lien created in connection with the
transactions contemplated by the Republic of Argentina
1992 Financing Plan dated June 23, 1992 sent to the
international banking community with tha
dated June 23, 1992 from the Minister of Economy aP-d
Public Works and Services of Argentina (the "1992
Financing Plan") and the implementing documentatior.
therefor,
any Lien to secure obligations
under the collateralized securities issued thereunder
(the "Par and Discount Bonds") and any Lien securing
indebtedness outstanding on the date hereof to the
extent required to be equally and rateably secured with
the Par and Discount Bonds;

15
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(iv) any Lien in existence on the date of this


Agreement;
(v) any Lien securing Public External
Indebtedness of the Republic issued upon surrender or
cancellation of any of the Par and Discount Bonds or
the principal amount of any indebtedness outstanding as
of June 23, 1992, in each case, to the extent such Lien
is created to secure such Public Indebtedness on a
basis comparable to the Par and Discount Bonds;
(vi) any Lien on any of the Par and Discount
Bonds; and
(vii) any Lien securing Public External
Indebtedness incurred for the purpose of financing all
or part of the costs of the acquisition, construction
or development of a project provided that (a) the
holders of such Public External Indebtedness expressly
agree to limit their recourse to the assets and
revenues of such project as the principal source of
repayment of such Public External Indebtedness and (b)
the property over which such Lien is granted consists
solely of such assets and revenues.
For purposes of this Agreement:
"External Indebtedness" means obligations (other
than the Securities) for borrowed money or evidenced by
securities, debentures, notes or other similar instruments
denominated or payable, or which at the option of the holder
thereof may be payable, in a currency other than the lawful
currency of the Republic provided that no Domestic Foreign
Currency Indebtedness, as defined below, shall constitute
External Indebtedness.
"Public External Indebtedness" means, with respect
che Republic, any External Indebtedness of, or guaranteed
by, the Republic which (i) is publicly offered or privately
placed in securities markets, (ii) is in the form of, or
represented by, securities, notes or other securities or any
guarantees thereof and (iii) is, or was intended at the time
of issue to be, quoted, listed or traded on any stock
exchange, automated trading system or over-the-counter or
other securities market (including, without prejudice to the
generality of the foregoing, securities eligible for PORTAL
or a similar market for the trading of securities eligible
for sale pursuant to Rule 144A under the U.S. Securities Act
of 1933 (or any successor law or regulation of similar
effect) J

16
ARG0019

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"Domestic Foreign Currency Indebtedness" means (il


the following indebtedness:
(a) Bonos del Tesoro issued
under Decree No. 1527/91 and Decree No. 1730/91, (b) Bonos
de Consolidaci6n issued under Law No. 23,982 and Decree No.
2140/91, (c) Bonos de Consolidaci6n de Deudas Previsionales
issued under Law No. 23,982 and Decree No. 2140/91, (dJ
Bonos de la Tesoreria a 10 Afios de Plaza issued under Decree
No. 211/92 and Decree No. 526/92, (e) Bonos de la Tesoreria
a 5 Afios Plazo issued under Decree No. 211/92 nd Decree No.
526/92, {f) Ferrobonos issued under Decree No. 52/92 and
Decree No. 526/92 and (g) Bonos de Consolidaci6n de Regalias
Hidrocarburiferas a 16 Afios de Plaxo issued under Decree No
2284/92 and Decree No. 54/93; (ii) any indebtedness issued
in exchange, or as replacement, for the indebtedness
referred to in (i) above; and (iii) any other indebtedness
payable by its terms, or which at che option of the holder
thereof may be payable, in a currency other than the lawful
currency of the Republic of Argentina which is (a) offered
exclusively within the Republic of Argentine or (b) issued
in payment, exchange, substitution, discharge or replacement
of indebtedness payable .in the lawful currency of the
Republic of Argentine; proyjded that in no event shall the
following indebtedness be deemed to constitute "Domestic
Foreign Currency Indebtedness":
(1) Bonos Externos de la
Argentina issued under Law No. 19,686 enacted on
June_15, 1972 and (2) any indebtedness issued by the
Republic in exchange, or as replacement, for any
indebtedness referred to (1) above.

12.
Default:; Acceleratjon of Maturity. If any of
the following events ("Events of Default") with respect to
the Securities of any Series occurs and is continuing:

(a) Non-Payment: the Republic fails to pay any


principal of any of the Securities of such Series when due
and
fails to pay any interest on any of the
Securities of such Series when due and payable and such
failure continues for a period of 30 days; or
(b) Breach of Other Obligations: the Republic
does not perform or comply with any one or more of its other
obligations in the Securities of such Series or in this
Agreement, which default is incapable of remedy or is not
remedied within 90 days after written notice of such default
shall have been given to the Republic by the Fiscal Agent;
or
(c) Cross Default: any event or condition shall
occur which results in the acceleration of the maturity
(other than by optional or mandatory prepayment or
redemption) of the Securities of any other Series or of any

17
ARG 0020

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Public External Indebtedness of the Republic having an


aggregate
amount o! u.s. $30,000,000 or more, or
any default in the payment of principal of, or premium or
prepayment charge (if any) or interest on, the Securities o:
any other series or any such Public External Indebtedness
having an aggregate principal amount of U.S. $30,000,000 or
more, shall occur when and as the same shall become due and
payable, if such default shall continue for more chan the
period of grace, if any, originally applicable thereto; or
(d) Moratorium: a moratorium on the payment of
principal of, or interest on, the Public External
Indebtedness of the Republic shall be declared by the
Republic or;
(e) Validity: the validity of the Securities of
such Series shall be contested by the Republic;
then the holders of not less than 25 percent in aggregate
principal amount of the Securities of such Series by notice
in writing to the Republic at the specified office of the
.Fiscal Agent shall.declare the principal amount of all the
Securities of such Series to be due and payable immediately,
and, in the case of (a) .and (d) above, each holder of
Securities of such Series may by such notice in writing
declare the principal amount of Securities of such Series
held by it to be due and payable immediately, and upon any
such declaration the same shall become and shall be
due and payable upon the date that such written
notice is received by the Republic unless prior to such date
all Events of Default in respect of all the Securities of
such Series shall have been cured; provlded that in the case
of (b), (d) and (e) above, such event is materially
prejudicial to the interests of the holders of the
Securities of such Series, and proyjded
that if, at
any time after the principal of the Securities of such
Series shall have been so declared due and payable, and
before any sale of property under any judgment or decree for
the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Republic shall pay or
shall deposit with the Fiscal Agent a sum sufficient to pay
all matured amounts of interest and principal upon all the
Securities which shall have become due and otherwise than
solely by declaration (with interest on overdue amounts of
interest, to the extent permitted by law, and on such
principal of each of the Securities at the rate of interest
applicable thereto, to the date of such payment or deposit)
and the expenses of the Fiscal Agent, and reasonable
compensation to the Fiscal Agent, its agents, legal
advisers, and any and all defaults under the Securities of
such Series, other than the non-payment of principal on the

lB
ARG0021

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Securities of such Series which shall have become due solely


declaration, shall have been remedied, then, and in every
such case, the holders of 75 percent in aggregate principal
amount of the Securities of such Series then outstanding,
after a meeting of holders of Securities held in accordance
with the procedures described in Section 16 below, by
written notice to the Republic at the specified office of
the Fiscal Agent, may on behalf of the holders of all of the
Securities of such Series waive all defaults and rescind and
annul such declaration and its consequences: but no". such
waiver or rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair any right
consequent thereon.
by

13.
{a} Liroi t on Liabilj ty. In acting under
this Agreement the Fiscal Agent and any Paying Agent are
acting solely as agents of the Republic and do not assume
any obligation or relationship of agency or trust for or
with any of the holders of the Securities, except that all
funds held by the Fiscal Agent for payment of principal or
interest shall be held in trust, subject to the provisions
of Section 6.
(b) Acceptance of Appointment. The Fiscal Agent
and each Paying Agent accepts its obligations set forth in
or arising under this Agreement, the Paying Agency
Agreements and the Securities upon the terms and conditions
hereof and thereof, including the following, to all of which
the Republic agrees and to all of which the holders of the
Securities shall be
(i)
the Fiscal Agent may consult as co legal
matters with lawyers selected by it, who may be
employees of or regular independent counsel to the
Republic, and the Fiscal Agent shall oe protected and
shall incur no liability for action taken, or suffered
to be taken, with respect to such matters in good faith
and in accordance with the opinion of such lawyers; and

(ii) the Fiscal


and each Paying Agent, and
their officers, directors and employees, may become the
holder of, or acquire any interest in, any Securities,
with the same rights that it or they would have if it
were not the Fiscal Agent or a Paying Agent hereunder,
or they were not such officers, directors, or
employers, and may engage or be interested in any
financial or other transaction with the Reoublic and
may act on, or as depository, trustee or agent for, any
committee or body of holders of Securities or other
obligations of the Republic as freely as if it were not

:!..9

ARG0022

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the Fiscal Agent or a Paying Agent hereunder or


were not such officers, directors, or employees.

14. Expenses and Indemnity.


(a) In connection
with the Fiscal Agent's appointment and duties as Fiscal
Agent, the Republic will pay the Fiscal Agent compensation
agreed upon by them. The Republic will indemnify the Fiscal
Agent and each Paying Agent against any loss or liability
and agrees to pay or reimburse the Fiscal Agent and each
Paying Agent for any reasonable expense, which loss.
liability or reasonable expense may be incurred by the
Fiscal Agent or any Paying Agent by reason of, or in
connection with, the Fiscal Agent's or any Paying Agent's
appointment and duties as such, except as such result from
the negligence, bad faith or wilful misconduct of the Fiscal
Agent or any Paying Agent or their respective directors,
officers, employees or agents. In addition, the Republic
shall pursuant to arrangements separately agreed upon by the
Republic and the Fiscal Agent, transfer to the Fiscal Agent,
upon presentation of substantiating documentation
satisfactory to the Republic, amounts sufficient to
reimburse the Fiscal Agent for certain out-of-pocket
expenses reasonably incurred by it and 'by any Paying Agent
in connection with their services. The obligation of the
Republic under this paragraph shall survive payment of the
Securities and resignation or removal of the Fiscal Agent.
(b) The Fiscal Agent and each Paying Agent agrees
to indemnify and hold harmless the Republic against all
direct claims, actions, demands, damages, costs, losses and
liabilities (excluding consequential and punitive damages)
arising out of or relating to the bad faith or wilful
misconduct of the Fiscal Agent or any Paying Agent or their
respective directors, officers, employees or agents.
15. Successor Fiscal Agent.
(a) The Republic
agrees that there shall at all times be a Fiscal Agent
hereunder, and that the Fiscal Agent shall be a bank or
trust company organized and doing business under the laws of
the United States of America or of the State of New York, in
good standing and having a place of business in the Borough
of Manhattan, The City of New York, and authorized under
such laws to exercise corporate trust powers.
Any corporation or bank into which the Fiscal
Agent hereunder may be merged or converted, or any
corporation with which the Fiscal Agent may be consolidated,
any corporation or bank resulting from any merger,
conversion or consolidation to which the Fiscal Agent shall
sell or otherwise transfer all or substantially all o: the
corporate trust business of the
Agent, provided that

20
ARG0023

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it shall be qualified as aforesaid, shall be the successor


Fiscal Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any o
the parties hereto, but subject to prior notice to and the
prior approval of the Republic.
(b)
The Fiscal Agent may at any time resign by
giving written notice to the Republic of its resignation,
specifying the date on which its resignation shall become
effective (which shall not be less than 120 days after the
date on which such notice is given unless the Republic shall
agree to a shorter period); provided that no such notice
shall expire less than 30 days before or 30 days after the
due date for any payment of principal or interest in respect
of the Securities. The Republic may remove the Fiscal Agent
at any time by giving written notice to the Fiscal Agent
specifying the date on which such removal shall become
effective. Such resignation or removal shall only take
effect upon the appointment by the Republic of a successor
Fiscal Agent and upon the acceptance of such appointment by
such successor Fiscal Agent. Any Paying Agent may resign or
may be removed at any time upon like notice, and the
Republic in any such case may appoint in substitution
therefor a new Paying Agent or Paying Agents.
{c)
The appointment of the Fiscal Agent hereunder
shall forthwith terminate, whether or not notice of such
termination shall have been given, if at any time the Fiscal
becomes incapable of performing its duties hereunder,
or is adjudged bankrupt or insolvent, or files a voluntary
petition on bankruptcy or makes an assignment for the
benefit of its creditors or consents to the appointment of a
liquidator or receiver of all or any substantial part of its
or admits in writing its inability to pay or meet
its debts as they mature or suspends payment thereof, or if
a resolution is passed or an order made for the winding up
or dissolution of the Fiscal Agent, or if a liquidator or
receiver of the Fiscal Agent of all or any substantial part
of its property is appointed, or if any order of any court
is entered approving any petition filed by or against it
under the provisions of any applicable bankruptcy or
insolvency law or if any public officer takes charge or
control of the Fiscal Agent or its property or affairs
the purposes of rehabilitation, conservation or liquidation.
(d)
Prior to the effective date of any such
resignation or removal of the Fiscal Agent, or if the Fiscal
Agent shall become unable to act as such or shall cease co
be qualified as aforesaid, the Republic shall appoint a
successor Fiscal Agent, qualified as aforesaid. Upon the
appointment of a successor Fiscal Agent and its acceptance

21
ARG0024

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of such appointment, the ret1r1ng Fiscal Agent shall, a: the


direction of the Republic and upon payment of its
compensation and expenses then unpaid, deliver and pay
to its successor any and all securities, money and any o:her
properties then in its possession as Fiscal Agent and shall
thereupon cease to act hereunder.
Any successor Fiscal Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor
and to the Republic an instrument accepting such appointment
hereunder, and thereupon such successor without any further
act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor, with like effect as if
originally named Fiscal Agent hereunder.
(e) If the Fiscal Agent resigns or ceases to act
as the Republic's fiscal agent in respect of the Securities
pursuant to Section lS(c) of this Agreement, the Fiscal
Agent shall only be entitled to annual fees otherwise
payable to it under this Agreement on a pro rata basis for
that period since the most recent "anniversary of this
Agreement during which the Fiscal Agent has acted as fiscal
agent hereunder. In the event that the Fiscal Agent ceases
to act as the Republic's fiscal agent in respect of the
Securities for any other reason, the Fiscal Agent shall be
entitled to receive the full amount of the annual fees
payable to it in respect of the Securities pursuant to
Section 14 of this Agreement.
16. Meetings of Holders of
Modificatjons.
{a) A meeting of registered holders of
Securities of any Series may be called at any time and from
time to time to make, give
take any request, demand,
authorization, direction, notice, consent, waiver or other
action provided by this Agreement or the Securities of any
Series to be made, given or taken by registered holders of
Securities of any Series or to modify, amend or supplement
the terms of the Securities of any Series or this Agreement
as hereinafter provided. The Fiscal Agent may at any time
call a meeting of registered holders of Securities of any
Series for any such purpose to be held at such time and at
such place as the Fiscal Agent shall determine. Notice of
every meeting of registered holders of Securities of any
Series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at
meeting, shall be given as provided in the terms of the
Securities of any Series, not less than 30 nor more than 60
days prior to the date fixed for the meeting. In case at
any time the Republic or the registered holders of at least
10% in aggregate principal amount of the Outstanding

22
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Securities of any Series (as defined in subsection {d) of


this Section) shall have requested the Fiscal Agent to call
a meeting of the registered holders of Securities of any
Series for any such purpose, by written request setting
forth in reasonable detail the action proposed to be taken
at the meeting, the Fiscal Agent shall call such meeting for
such purposes by giving notice thereof.
To be entitled to vote at any meeting of
registered holders of Securities of any Series, a person
shall be a registered holder of Outstanding Securities of
any Series or a person duly appointed by an instrument in
writing as proxy for such a holder. Any person appointed by
an instrument in writing as proxy for a registered holder
need not be a registered holder of Outstanding Securities of
any Series. At any meeting each registered holder shall be
entitled to one vote for each of those amounts held by such
holder which represent the lowest denomination in which
Securities of such Series as to which such holder is a
holder may be transferred. The persons entitled to vote a
majority in principal amount of the Outstanding Securities
of any Series shall constitute a quorum. At the reconvening
of any meeting adjourned for a lack of a quorum, the persons
entitled to vote
in principal amount of the Outstanding
Securities of any Series shall constitute a quorum for the
taking of any action set forth in the notice of the original
meeting. The Fiscal Agent may make such reasonable and
customary regulations as it shall deem advisable for any
meeting of registered holders of Securities of any Series
with respect t6 the appointment of proxies in respect of
registered holders of Securities, the record date for
determining the registered holders of Securities who are
entitled to vote at such meeting (which date shall be set
forth in the notice calling such meeting
referred to and which shall be not less than 30 nor more
than 90 days prior to such meeting, the adjournment and
chairmanship of such meeting) the appointment and duties of
inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the
meeting as it shall deem appropriate.
(b)
(i) At any meeting of
holders of
Securities of a Series duly called and held as specified
above, upon the affirmative
in person or by proxy
thereunto duly authorized in writing, of the registered
holders of not less than 66 2/3% in aggregate principal
.amount of the Securities of any Series then Outstanding (or
of such other percentage as may be set forth in the
Securities of any Series with respect to the action being
taken), or (ii) with the written consent of the owners of

23
ARG 0026

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not less than 66


in aggregate principal amount of the
Securities of any Series chen Outstanding (or of such other
percentage as may be set forth in the text of the
of any Series with respect to the action being taken) , the
Republic and the Fiscal Agent may-modify, amend or
supplement the terms of the Securities of any Series or this
Agreement, in any way, and the registered holders of
Securities of any Series may make, take or give any request,
demand, authorization, direction, notice, consent, waiver or
other action provided by this Agreement or the Securities of
any Series to be made, given, or taken by registered holders
of Securities of any Series; proyided, hoWeyer, that no such
action may, without the consent of the registered holder of
each Security of such Series, (A) change the due date
--- ---------r.ne payment of the principal of (or premium, if any, ) or any
installment of interest on any Security of such Series, (BJ
reduce the principal amount of any Security of such Series,
the portion of such principal amount which is payable upon
acceleration of the maturity of such Security, the interest
rate thereon or the premium payable upon redemption thereof,
(C) change the coin
currency in which or the required
places at which payment with respect to interest, premium or
principal in respect of Securities of such Series is
payable, {D) amend the definition of Redemption Event in the
Securities of such Series or the procedures provided
therefore, (E) shorten the period during which the Republic
is not permitted to redeem the Securities of such Series if,
prior to such action, the Republic is not permitted to do
so, (F) reduce the proportion of the principal amount of
Securities of such Series the.vote or consent of the holders
of which is necessary to modify, amend or supplement this
Agreement or the terms and conditions of the Securities of
such Series or.to make, take or give any request, demand,
authorization, direction, notice, consent, waiver or other
action provided hereby or thereby to be made, taken or
given, or (Gl change the obligation of the Republic to pay
additional amounts.
The Fiscal Agent and the Republic may agree,
without the consent of the registered holders of securities
of any Series, to (i) any modification of any provisions of
the Fiscal Agency Agreement which is of a formal, minor or
technical nature or is made to correct a manifest error and
(ii) any other modification (except as mentioned in this
Agreement), and any waiver or authorization of any breach or
proposed breach, of any of the provisions of this Agreement
which is in the opinion of the Fiscal Agent not materially
prejudicial to the interests of the registered holders of
Securities. Any such modification, authorization or waiver
shall be binding on the registered holders of Securities of
any Series and, if the Fiscal Agent so requires, such

24
ARG 0027

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modification shall be notified to the registered


Securities of any Series as soon as practicable.

a=

It shall not be necessary for the vote or


of the registered holders of the Securities of any Series to
approve the particular form of any proposed modi!ication,
amendment, supplemenc, request, demand, authorization,
direction, notice, consent, waiver or other action, but
shall be sufficient if such vote or consent shall approve
the substance thereof.
(c) Any instrument given by or on behalf of any
registered holder of a Security in connection with any
vote for any such modification, amendment,
supplement,-request, demand, authorization, direction,
notice, consent, waiver or other action will be irrevocable
once given and will be conclusive and binding on all
subsequent registered holders of such Security or any
Security issued directly or indirectly in exchange or
substitution therefor or in lieu thereof. Any such
modification, amendment, supplement, request, demand,
authorization, direction, notice, consent, waiver or other
action with respect to the Securities of a Series will be
conclusive and binding on all registered holders of
Securities of such Series, whether or not they have given
such consent or cast such vote, and whether or not notation
of such modification, amendment, supplement, request,
demand, authorization, direction, notice, consent, waiver or
other action is made upon the Securities of such Series.
Notice of any modification or amendment or, supplement to,
or request, demand, authorization, direction, notice,
consent, waiver or other action with respect to the
Securities of such Series or this Agreemen:
chan for
purposes of curing any ambiguity or of curing,
or
supplementing any defective provision hereof or thereof)
shall be given to each registered
of Securities of
such Series, in all cases as provided in the Securities of
such Series.
Securities of any Series authenticated and
delivered after the effectiveness of any such modification.
amendment, supplement, request, demand, authorization,
direction, notice, consent, waiver or
action with
respect to such Series may bear a notation in the form
approved by the Fiscal Agent and the Republic as to any
matter provided for in such modification, amendment,
supplement, request, demand, authorization, direction,
notice, consent, waiver or other action. New Securities
modified to conform, in the opinion of the Fiscal Agent and
the Republic, to any such modification, amendment,
supplement, request, demand, authorization, direction,

25
ARG 0028

Case 15-1047, Document 27, 05/11/2015, 1507447, Page341 of 366

notice, consent, waiver or other action may be prepared by


the Republic, authenticated by the Fiscal Agent (or any
authenticating agent appointed
to Section 3 hereof)
and delivered in exchange for Outstanding Securities of any
(d) For purposes of the provisions of this
Agreement and the Securities of any Series, any Security
authenticated and delivered pursuant to this Agreement
shall, as of any date of determination, be deemed to be
uoutstanding", except:
(i) Securities of any Series theretofore
cancelled-by-the Fiscal Agent or delivered to the
Fiscal Agent--f-or cancellation or held by the Fiscal
Agent for reissuance but not reissued by the Fiscal
Agent; or
(ii)
Securities of any Series which have become
due and payable at maturity or otherwise and with
respect to which monies sufficient to pay the principal
thereof, premium, if any, and any interest thereon
shall have been made available to the Fiscal Agent;

prqyided, however, that in determining whether the


registered holders of the requisite principal amount of
Outstanding Securities of any Series are present at a
meeting of registered holders of Securities for quorum
purposes or have consented to or voted in favor of any
demand, authorization, direction, notice, consent,
waiver, amendment, modification or supplement hereunder,
Securities of any Series owned directly or indirectly by the
Republic shall be disregarded and deemed not to be
Outstanding.
17. Eurrhe.,.. Issues. The Republic may from time
to time, without notice to or the consent of the registered
holders of the Securities of a Series, create and issue
further securities ranking
passu with the Securities of
such Series in all respects (or in all respects except for
the
of interest accruing prior to the issue date of
such
securities or except for the first payment of
interest following the issue date of such further
securities) and so that such further securities shall be
consolidated and form a single series with the Securities of
such Series and shall have the same terms as
or otherwise as the Securities.

18. ReDorts.
(a) The Fiscal Agent. shall !:urnish
to the Republic such reports as may be required by the
Republic relative to the Fiscal Agent's performance under

26
ARG 0029

Case 15-1047, Document 27, 05/11/2015, 1507447, Page342 of 366

this Agreement. The Republic may, whenever it deems


necessary, inspect books and records maintained by
Fiscal Agent pursuant co this Agreement, if any.
(b} The Fiscal Agent shall (on behalf o: the
Holders) submit such reports or information as may be
required from time to time in relation to the issue and
purchase of Securities by applicable law, regulations and
guidelines promulgated by the United States government.
(c) The Republic covenants to notify the Fiscal
Agent in
immediately on becoming aware of any Event
of Default or any event or circumstance which could
the
giving of notice or lapse of time become an Event of Default
(a "Potential Event-of-nerault").
(d) The Republic will send to the Fiscal Agent,
on or before December 31 in each year (beginning with
December 31, 1994), and within 14 days after any written
notice by the Fiscal Agent, a certificate of the Republic
signed by a duly authorized official of the Republic to the
effect that, having made all reasonable inquiries, to the
best knowledge of such duly authorized official, no Event of
Default or Potential Event of Default has occurred and is
continuing on the date of such certificate or, if an Event
of Default or a Potential Event of Default has occurred, the
circumstances surrounding it and the steps that the Republic
has taken or proposes to take to remedy it.
(e)
The Republic
send to the Fiscal Agenc as
soon as practicable after being so requested by the Fiscal
Agent a certificate of the Republic, signed by a duly
authorized official of the Republic stating the aggregate
principal amount of the Securities held by or on behalf of
the Republic at the date of such certificate.

19. Forwarding qf Nqtice Inquiries.


(a) If the
Fiscal Agent shall receive any notice or demand addressed to
the Republic pursuant to the provisions of
Securities,
the Fiscal Agent shall promptly forward such notice or
demand to the Republic.
(b) The Fiscal Agent shall respond promptly to
any inquiries received from any registered holder of
Securities regarding the matters covered by paragraphs (bl ,
(c) or (d) of Section 18 of this Agreement.
20. Ljstinas. In the event
the terms of the
Securities of any Series provide for a listing on any scock
exchange, the Republic agrees to use all reasonable
endeavors to maintain the listing of the Securities on such

27
ARG 0030

Case 15-1047, Document 27, 05/11/2015, 1507447, Page343 of 366


exchange.

If, however, it is unable to do so, having used

such endeavors, or if the maintenance of such listing is

agreed by the Fiscal Agent to be unduly onerous and the


Fiscal Agent is satisfied that the interests of registered
holders of the Securities would not thereby be materially
prejudiced, it will instead use all reasonable endeavors to
obtain and maintain a listing of the Securities on such
other stock exchange or exchanges as it may decide.
21. Notices.
(a) Any communications from the
Republic to the Fiscal Agent with respect to this Agreement
shall be addressed to Bankers Trust Company, 4 Albany
Street, New York, New York 10006, Fax No.: 212-250-6961 or
212-250-6392, Tel. No.: 212-250-6571 and any communications
from the Fiscal Agent to the Republic with respect to this
Agreement shall be addressed-r:o-the Subsecretaria de
Financiamiento, Hipolito
Piso 10 - Oficina
1001, 1310 - Buenos Aires, Attention; Deuda Externa, Fax
No.: 011-54-1-349-6080, Tel. No.: 011-541-349-6242 (or such
other address as shall be specified in writing by the Fiscal
Agent or by the Republic, as the case may be) and shall be
delivered .in person or sent by first class prepaid post or
by facsimile transmission subject, in the case of facsimile
transmission, to confirmation by telephone to the foregoing
addresses. Such notice shall take effect in the case of
delivery in person, at the time of delivery 1 in the case of
delivery by first class prepaid post seven (7) business days
after dispatch and in the case of delivery by facsimile
transmission,
the time of confirmation by telephone.
(b) All notices to the registered
of
Securities of a Series will be published in such
publications at such locations as any of the Securities of
such Series are listed for the period of time of such
listing and as otherwise provided pursuant to the terms of
the Securities of such Series. If at any time publication
in any such publication is not practicable, notices will be
valid if published in an English language newspaper with
general circulation in the respective market regions as the
Republic with the approval of the Fiscal Agent, shall
determine.
(In.addition, notices will be published in
Spanish in a newspaper of general circulation in Argentina,
as the Republic shall determine.) Any such notice shall be
deemed to have been given on the date of such
or, if published more than once or on different dates, on
the first date on which
is made. Written notice
will also be given to the Depositary, if at the time of such
notice any of the Securities is represented by a Global
security.

28
ARG 0031

Case 15-1047, Document 27, 05/11/2015, 1507447, Page344 of 366

22.
Consent to Service Jurisdjctjon. The
Republic hereby appoints Banco de la Nacion Argentina, at
its office located at 299 Park Avenue, New York, New York
10171, and, if such person is not maintained by the Republic
as its agent for such purpose, the Republic will appoint CT
Corporation System to act as its agent for such purpose) as
its authorized agent (the 11 AUthorized Agent.") upon whom
process may be served in any action arising out of or based
on the Securities or this Agreement by the holder of any
Security which may be instituted in any state or federal
court in The City of New York, and expressly accepts the
jurisdiction of any such court in respect of such action.
Such appointment shall be irrevocable until all amounts in
respect of the principal of and any interest due and to
become due on or in respect of all the Securities have been
provided to the Fiscal Agent pursuant-to-the terms hereof,
except that, if for any reason, such Autlrorized Agent ceases
to be able to act as Authorized Agent or to have an address
in the Borough of Manhattan, The City of New York, the
Republic will appoint another person .in the Borough of
Manhattan, The City of New York, selected in its discretion,
as such Authorized Agent. Prior to the date of issuance of
any Securities hereunder, the Republic shall obtain the
consent of Banco de la Naci6n Argentina to its appointment
as such Authorized Agent, a copy of which acceptance it
shall provide to the Fiscal Agent. The Republic shall take
any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue
such appointment or appointments in full force and effect as
aforesaid. Upon receipt of such service of process, the
Authorized Agent shall advise the Subministry of Finance
promptlyby telecopier at 011-54-1-349-6080. Service of
process upon the Authorized Agent at the address indicated
above, as such address maybe changed within the Borough of
Manhattan, The City of New York by notice given by the
Authorized Agent to each party hereto, shall be deemed, in
every respect, effective service of process upon the
Republic. The Republic hereby irrevocably and
unconditionally waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have. to the
laying of venue of any
action arising out of or in
connection with this Agreement brought in any such court has
been brought in an inconvenient forum. Neither such
appointment nor such acceptance of jurisdiction shall be
interpreted to include actions brought under the United
States federal securities laws. This appointment and
acceptance of jurisdiction is intended to be effective upon
execution of this agreement without any further act by the
Republic before any such court and introduction of a true
copy of this Agreement into evidence shall be conclusive and
final evidence of such waiver.

29

ARG 0032

Case 15-1047, Document 27, 05/11/2015, 1507447, Page345 of 366

Notwithstanding the foregoing, any action arising


out of or based on the Securities may be instituted by the
holder of any Security in any competent court in the
Republic of Argentina.
The Republic hereby irrevocably waives and agrees
not to plead any immunity from the jurisdiction
any such
court to which it might otherwise be entitled in any action
arising out of or based on the Securities or this Agreement
by the holder of any Security.
23. Goyerning Law and Counterparts. This
Agreement shall be governed by, and interpreted in
accordance with, the laws of the
York. This
Agreement may be executed in any number of!COunterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

24. Heacljngs. The headings for the sections of


this Agreement are for convenience only and are not part of
this Agreement.

30
ARG 0033

Case 15-1047, Document 27, 05/11/2015, 1507447, Page346 of 366

IN WITNESS WHEREOF, the parties hereto have


executed this Fiscal Agency Agreement as of the date firsc
above written.
THE REPUBLIC OF ARGENTINA

By:

Is I Noem:i LaGreca

Name: Noemi LaGreca


Title: Financial
Representative of
Argentina in the
Uni ted-StCI:t-esBANKERS TRUST COMPANY

By:

/s/ Wanda Camacho

Name: Wanda Camacho


Title: Assistant
Secretary

31

ARG0034

Case 15-1047, Document 27, 05/11/2015, 1507447, Page347 of 366

(JPora ot hoe

ot Security)

(If tbt StquritX !p I qlobtl C!ltcprlty. Jnetrt I lgot)d


to HwtqtfQM q'l 'tbl tnnpf'tnbility qt IUgh
qlobtl $tc;Vrlty in mota fOrw MY be rtqpfrest by; thw
J)lpgait:nr,x.]

rtlatinq

u.s.

[INSJ!Rl' ANY LIG!ND(SJ Rl'XlOIUD BY 1U InEIUW. lUW!lfttX


ml JUU>OSLXC OJ' ucmct'D(A

[1'itla ot Beriu

SllOUl!iti. .)

xo. a-___

{Prinoipal .b.ount]

lou. Pricer
original Iaua Dates
K&turity .Dattk:

currency

ot Dencm1Mtion:

Option to

P.ayw.ent

_ ____.No

in specitim currencyr

Denoaination.:
l'Ol:lll

Initial I.ntereat
.Payaent Data:
:tntereat btat

lntereat Rat ltaHt:

( ).

be.

IDtcut Rata aay not

prier to

Maturity Ditta.

ARG0035

Case 15-1047, Document 27, 05/11/2015, 1507447, Page348 of 366

OptionallZ.aMt Datu

.(lt

applic&bl):

Intullat Payxsant Datu:

Optional Extauion

Maturity

Data:

at

___ru ____uo

:rinal Maturity:
'fot:al ADaunt ot

om:

Yield to

nsitial Accrual Period om:


_ _ _Yaa

. Optional ltednpt.ion:

---"'Ro

Optional Radaapt:ian Date r


U applia.bl
&ball initially

.s..cribed

abovw,

Re4eapticm Price

t of tha principal UOWlt of

thi1 Security to be redeat4 ud. ahall decline at qcm


anniverury ot the Initial edeaption Dat by
t ot
the pr!nc!pal uount. to be radUI!ed until the

:Rednption Price is lOOt o: auch prfnc;:ipal a.ount;


hotlvar, t:hat it thU Security i Dt.caunt

Jlote. (u defined belov), the bdeupt:icm Price ahall be


the .b0rt1*ed Face ADoUnt (u definc4 ):)elov). of tlli1

Rote.

optional Jl.apapenb

_ _ _Yu _ _ _.No

Optional :RapaYJaent Datu:

Optional R8payment PriouJ

convaraion into or

!xcha119 for
Otbar Seauritiel

c ) ft11 security uy

ocmvert:Ad into or

not be

uc:hanqacl tol!' other

ucur1t1u.

< J mi seourity say tMl


convatted into or

ARG 0036

Case 15-1047, Document 27, 05/11/2015, 1507447, Page349 of 366


xebaniiJacl tor

.cur...,.It-r-l.-__J.-.-

'1'erJMJ of comtaraion
01:' !xoblnq8

(if applicable) s

In4on4

Jlotel

_ _ _ lfo

_ _ _ 1'M

tyoh.w119 Rau Agent

other 1'eru 1

---

A-J

ARG0037

Case 15-1047, Document 27, 05/11/2015, 1507447, Page350 of 366


'1'd B!PUM.IC
lfllapUblic), for v.lua :a.ive4,

(herein called tba


par to

or ragJ.,.tarad ad.i.gna, the principal I'UII ot


u.s.
Dollan (V.S.$
) [oth.r currency] on
[If th StclltitV le ijiblg; intGcwt prior r.o
1nwnrt;-, and to pay intenat th.reon froa
or
troa the .oat raoent :tnt-nat PAYMJlt Data to vnlcb fnteres't
!Ula bUD pa14 or ctuly proviua for,
in
arrears an
. [&1\11
1 in aacb yaar,
couenai119
(etch an '*Interest Payment Data), at
the rate [ot
t per &nnUJI) [to M det.tndnad in
v1tlitha pz:ovi11ion herein&ttar
forth)# until
the principal bonot ia paid or uda av.ailabl for papent.
The int.rut so payabla, and punctually paid or duly

providttd
:.n anr
hyaent Dat. vill, aa
in the :riacal A9aJU:Y . . . . .nt horinaft:er nfarrttd to,
paid to tha parson (tha regiatend Bolder") in 'WhOM na11e

thi sacurity (ar o:M or mar prmeotac: securitiaJ i


in tha
of auch S1cw:itiu uintained
purauant to tha Piaccl A;enc:y
at the
ot
bU.lnu on the
(wether oa:- not a bUJ.noa day) l,
tha c . p aay bo] (l&ch a JtetJUlar Rarc1 Date 11 ) { , ) !
aalon<Sax daya] next pr.cll4inq auch rnt.eraat Pe.YJ:lllnt Dll-t,__T_
ptpyldf2, bp!ft3W:, that the :tirat pa)'Mnt ot intareat en any
scurity originally iaaued an a data
a Regulcr
Reeor4 Date 4ll(1 on J:nte.-ut Payent Date or on on :Interest
Payasnt Data vlll be DAde on th lnteraat tr-nt Dat
roucnrtng tba n.xt auocaading RatJular bcord Datv: to the
.
Holder on sueh naxt auccudinq Reczulr
Data. Any tueb ir.teHit not ao
pa14 or duly
provide<1 tor will rcrthvith oaaa to be payable to tho
Holder on such. Baqular llaccrcl Oata and DaY eithor
be p&icl to tha peraon in vboaa nut thu Sacurity
one or
mora predecessor sacuritie) ia
at tha clo ot

bUain on a 1pt1cial racord date for the


or uch
int.rca.t to b.- tlxad by the ltapUblic, notice vhe.ro! &hall
be
to reqi*tered H-olders ot saouritiaa ot this series
not leas than 10 d.ay prior to eueh apecial record do.to, or
ba paid at any tin in ny othtr lavtul IIUU11ar not
ir.conaistent: vi th the raquireDenu of any aec:\U" ties.
exc::Mn11 on which the Seeuritl or thia H:riu JUt.Y
liiUd, and. upon ucb notic: .ss aay
required by such

axcbanqe.]

[Insert

applicable.]
J'ltuxttv,

inter..t rate provision, it

Clt! tllt 6tt;UX1ty 1 not to btor intaree prior to

liiuii-- (t.b

"Stata4 MAturity)

'l'ha principal

ot

A-4

ARG 0038

Case 15-1047, Document 27, 05/11/2015, 1507447, Page351 of 366


th1a aacurity shall DOt bur intarut axcapt in the caa ot
a det&ult 1n papat of priDGip&l upcm Acceleration, upon

or at stated lfatur1trl

tur:r

Principal of Cand praiu., l t any, on) (mid


int:ereat paf.&bl at . .
0: upon earller redaption or
npayuat
ot)
a.curity aball be payable in
1eAf.t1Y available lUnd agaidt aurrandar haraot at the
oozporata trust ottU:e of tha Fieal Agent hereinafter
reternd to and at th8 office. ot wC:h other ltayinq .l;ant.
l\S

tJw Republic lhall have appointed put"II\Wlt to the Fiacal

Aquay Aqreeunt. Payunta of prbx:ipal or (&M praiu:s, U


any[, DD)) [ancl intu.lt. on] W taaurity .aball bo :uda in
SIUM-4&1

in acc:oJ:danc vith tha

nd aUbjeet

to appl cable law aJX1 regul.at!oa, by [ (if the Rapulllic so


electal tramater to aD account denoaJ.Mted in u.s. dollara
.which . .i.ntatnecl by
pay.. vith {any] (a) banJt
[loc:.tad 1n
} It tha bpubUc dau not so
leot, papanta ol prlua pal (and praiUJI, U any) lhall be
aade
vrrandu- of thi Security { iC appUeoblft
inaort-, and papantll of intualt ahall be :uda,J by]
fonlardilsg' by port ar otharv1 deli veriDq a ch*dt [on or
))etOZ'e tbe dU cSate for IIUCh pa)'JDtnt] to the reg1rtored
ac!cSreaa at the regiatared Holder of tbia s.c\U"ity. [ll.
I

agpliaohlo. inurt annt prpyltlono tor hgurit;ieg


dwnppinatc4'in a
tbtn u.s. dgl}ra).
Securit.y is a clinot obl gat on of the
a and doe not
have tba benefit of any e'p&rata uncttrtaltinc.1 ot other
gvunao.nt entitiea (inclUdlnt; knco Cantnl) Tbe Republic
covenants that until all uount in rupect ot tha principal
and interat due and to l>tlcc.a due on or 1n
thia
Sacurity bave bean paid aa provi.s.4 herain
in the !'iac.l
A;aucy Aqreuent, it vill at all ti-. maint:a.in otricaa or
agenole1 in the Borough ot lfanhltun,
city
!law York
tor the p&}'lMnt of the prJ.nc:ipal ot (and p.reaiw:1, if any[,
on)) (and
on]
S.ouriti &II herein
Rate-ana ia hereby JIAda to the turthar proviaionJJ ot
thi security aat forth on the rv.rn heraof, Vhich turthr
prov1aicna ahall far all purpoes hava tb same effect as if
ut forth at tbll plac

unlaat tba cart1fie&ta cr Authent1c&t1on hereon hat


bHn ancuted ))y th. rioal lqe.nt by manual aiqnatura, thia
security hall not
valid or obli;atory for any purpo

ARG 0039

Case 15-1047, Document 27, 05/11/2015, 1507447, Page352 of 366


Ill wnmt9S
_be

J.nat:rmaant: to

the :aapubUe hu eauaed tilt.

Dated:

BY.______

{1'1thJ

(rltiaJ
Dlt. of Authantiction:
'l'hi is one ot the 5ea:rltie ot th .-ri ilesi9J1&ted
th.ratn ftt'en:CKf t:o in tha vithin.... ntion.S 7.Saeal Agency

Agre . . .nt.

UWYQS '.r1lt.tn' COMPANY,

rlac:al

A-6

ARG0040

Case 15-1047, Document 27, 05/11/2015, 1507447, Page353 of 366

of r.v.uaa
ot Security)

{l'Onl

'l'!lia
ia one ot a dulf authorized isue o!
HCUt"itie. ot tha Jlapu!)l.ia
called th s.auritt.. )
isaued and to b.a iaw.cl in one or aon
1n
vith a fillcal Af1.ncy &il'MlDimt, dated u of
(buain callN tM PJ.IICIIl
Aqr..aentT')-,
....
n tJle
bp\l):)lio and Bankarl
cc.puy, 71acal Agent (hat-oin
called the ri.callglnt), Wlch tara include aey
.uccNaor fiacal aqent UD4ar tha l'!acal Aqe.ncy AqretllHnt),
copiu ot vhiah J'iiiC&l
Ag1:'eU.Gnt &ra on file and
avail.abl to::
&t the
trut ottice or
the Fiac.al Agent in the Borough of Kulh.lttan, TM City at

-=1

lfhia Security ia OM of tha S&curiti .. of the


de19J1ate4 on th tac. her.af(, lWted in avgr.qate
pt'im::ipal utNnt to u.s..
]. 'rba rical ArJency
J.9rHUnt uy
uendlld. tro t1H to tba in accordanea
with the teru thereof.
Sev York.

s.ri

The Securit1e vUl c::onatibau the direct,


unconditional, unsecured and unaUbordinated obli9ation or
the Rpul3Uc. Each .Sui vill nnJc .R.U1 pogau vith aacb
other Seri. . , without any
ona over th other by
reaaon of priorJ,ty ot date ot 1.ua or cun-anc:y ot paymant
or otberwiM, and at lnat
all other present
am tut\11" wwac:ured and u.nwbo
tad. bttarnal
Indabtadnat (aa detinad J.n the li.c&l
Aqraeant) of
t:ha Republlo.

Tha Securitiu of thia SUiu are iuabl cnly in


fUlly ra9iterad fora. 'l'be sec:w:itiu an iuable in (the]
authorized dll)oainationrl ot: (c:urreney/U.S.$
[ami
(.ny integral =ultipl
[integral xultiploG ot
(currencyfU.S.$
abov that aaount]].
Until all a.aount in re8p&at ot tht! principal and
intaraat due al\d to botcOH due on or in raapaot ot thla
Security have been paid, tha Republic ahall :ma.intain in the
BorQU9h of Manhattan, Tbe City ot Nw York, an ottica or
a.qancy vhua Sacuritiu uy" be auc:endared tor
ot trant
axchJlnga. 1'lsa Republio ha initially
appointK tM corpon.t
ofCica of the Fiscal Aqent
ita &98Zit in th Borough ot MAnhattan, Tlw City of lfev York,
for uch pu.rpoea and baa aqreed ta c:ususs to lMI kept at aucb
office a
in \lbicb. subject to auch raasonable
l:W9llla.t!ona . . it a&r praaarib, the bpu!Jlic vill provide
tor the regilb:at1on Of .Bacut"iti.. and ot trautara ot
securitl nw ltepul)l1c ranrvu tba ri9ht to vary or
brltinate the appointment of
71acal Aqant aacurlty

A-1

ARG0041

Case 15-1047, Document 27, 05/11/2015, 1507447, Page354 of 366


raqiatnr or tnnafer q a t OJ: to appoint addition.al or
otheX'
or t:raM.tar &genU or to
any cbt.nqa
in tha otfice thr01:9b vbicb any uc:urit:J' :'*]illtrar or any
a9ant aota, pro#act that tbera will
all ti.ae
ha a aecurity
in t.H ICrOUl ot Xlnb&ttan, tb.a
City ot N.v YoP:k

pprcv

to tbe ptv?UiDM on thl faca hareaf


ccmetU:'.I11ng
I'Ntl'iction.J, th =-antar of Sacul:'ity
a req.lat:rule on th1
rtqiataz: upon surranttar
of IIUCh Security at thtl cot"Porcte truat office ot t:ha F!seal
Aflcnt duly endorAd by, or
t1i a vrJtttm
hultrwumt: ot tra.a..far iD fora attached Ml:ato duly
by, the a:-qiaterlld Bol:Sar t:barao-t or hi attorney duly
authorized iD vritin;. Upcm auah aarendr ot thia Scut"ity
for A91traticm ot tranater, th4t bpubllc ts..ll execute,
ud the r1aca1 .AtJant shall autbMtic.te an4
in tlle
nue ot the dui'IJMtltd transtu-4l c;r tra.nstr-u, on or
:eore nw seaurtt.iatl, dated tha data at authcntie&'t.ion
thareot, of anr authorized
ancS ot .. like
ag9X1J9ata p:rinOip&l uount ..

Subj.ct to 'tMI proviiona on the taea


concerning tran.far reat:rlction, at tha option of tha
reg1tered HOlder upoa requut ccmfitlud in vritinq,
s.curitiu uy ba
for Securitiea of an1 authorized
and of a l.UC. a9graqat. prir.ci,P&l amount, U;FOn
surrendtr of th sacu:riti.. to M eXChanged at the corporat.
truat office of tha
AtJittJ'C., Any reg.l11t:.ration af
transfer o:r: exchange vill
effected upon the riacal Aqent

being a.atiafllt<l vitb the 4oc:wlentl of tltl a11cl


of
the paraon . .Jdng tha ra;wtllt and aubject to .ueh roaaonal>le
ragulatiozw the bpublic may troa tb:te to tim agrcaa vith
the 7!aal Aqeut.. tfhenavar any sacmrlt1 artt o.
aurrondera4 tor
a.publi= shall xcuta, mc1
the l"i.cal .&qut a!utll uthwnt:l.cate and 4eUvar, tbe
secw:itiu Which the rec}iatuad Holder liAlcing the axch!U\9
ia antitlct. to r-.c:eiva.. 1'ba 1\0V s.cur!ty
upon uah
exctuanga ball be 10 date4 that: neithr CJ&b nor lo" ot
intereat aball tuUlt tro. ucn excbanqa.. (It t:ha security
11 a ptrqnent glgbtl Stcu;ity. inurt-Hotv1thata.ndinq the
the exchat\9 of thia Security i 1ubject to .
c.rtain lb!.tationa
in the Fical kJncy
and em tha tace beraof l

thi
to
a periocS

[.In tha evant. of a redempticm of the SltOUritiea ot.


in part, the Republia
uat be required ( 1)

the

Qf or axchanQa any Seourity durinQ


at tba OftUing of wainu 15 day

m.rar., and oont1iluln9 until,

th date notioe 11 giv.n


identifying the S4ac:Ur1tJ.aa to he rada&Jied, or {11) to

A-8

ARG 0042

Case 15-1047, Document 27, 05/11/2015, 1507447, Page355 of 366


r.gi&t.r t:M
ot Ol" exchD;e tny Security, or
portion
tor re4u:ption.)

.1.11
iuu.d upon any revitratJ.on ot
tnJWfar or oY'C"bn;e ot Secur:it!. . llb&ll be the vU.d
obli.pt1.cm of the Repablio avidenciJ,q the AJMt indebtedn
aDd entitle4 to tha . . . . benefita thu a.euritr baa at. th

tiM ot auch

ot

tranfer or exohanqe.

Ho arvice
ahall be Mda for any
%WJ1atr&tion ot tranlltr
excban9, but the Rpuhlic: uy
payunt
a aWl aufficient to cover any tax or
other gQvez:sHntal char9 payable in connection tbuewith,
otb,ar thaD an axcbanga in connactlon vith a partial
zoKapt1on or a SKUrlty not involvinq any
of

far.

Prior
dua prennblant of th1IJ s.curity tor
roglatration of t.riiDI&ter, t:ha Jtepubllc, tb Pi.eal A9ent and
any agent of trua Republic ar the rical Agent aay trt12.t tha
puaon in wboaa nau t:hia security ill rag1atend a tho
ownu hereof for: all purp0h11 1 vbathar or not th1 security
a overdUe, aftd nflither t:ha Republic nor th
Aqent
nar any auc:h aqont .ball tMt attactod hy notice to the
contrary.
In any c:aae vhllre t:ht: due date o: the paym11nt ot
t:h prinolp.l or (and
it any(, on)) [or interest
on) any security[, or the dAte t1xect for radaption of any

any placa
wt= any chck in
.ailed or vbe.r tl.lc.b sacurity ia to
a
for payaent [or, in the caaa of payae.nta by
tranafer vheH .w:h transfer 1 to btl u4e], a c1ay on wicb
banking .ln;titutiou [It t:b Btcurititl ar1 !21DQJ!l1natlt,SY in
y.s, dollara. inrt--in T.be City of
[XC thn
Secprlt11 ore 41UPJiDJtwd Jn I curriDQY qtbtt thiD U.S.
nonor. intlrt-ln [DOe ot t1nano1al cantar cr the country
in vhoac currency the aeou1'it1e& a'"
r.re
authorized or obliqatecl by lav to clo.e (If tba sasuritias
are denomlnotld in
otbqr than u.s. Qollarw.
inert-or day on which bu\klng inatitutiona 1n (nua or
ncm-u.a. t!DaDcial cant.ar) are not car.ryinq out tt-anaaction
in (ftblt ot non-u.s. currency]], then neh p.fl'ent Mw not
bel . .de Olt ew:h c!at at ROb. placa but uy be aada on the
nat IIUCC8e41, cia{ at auch plao. Vhich is not a. day on
vhicb banking n.t tutions ua authoriaec:t or obli9ated t)y
lav
cla vlth the .... farce an4 tf.ct it aad on
the dabl for auch .,_yunt
in reap.ct ot any IUOh
dtllay.
security,)

bca,

tbaJ:"aof i to

ARG 0043

Case 15-1047, Document 27, 05/11/2015, 1507447, Page356 of 366


tzU
mall
to the Pi.ca! A9ent at
1u 1n01pal oftie. iD tbt I01"CJUtth of MIJlh&ttln, '1M
or sew YOl:'lc 1 prior to eacb date on vhich
0.."1 or n
reapect of the S.ourltiu at thi a.rles thall baaou du&,
monlu ill ueh uount:JI 11111ch (toqathar vith &flY &IIOilnts tben
held by the liac&l .Agent an.1 avallalJle tor tiM purpo.a) are
autf1c1ent to aate wc:h payent. AJsr a.cmiu providt4 ey th
Rapubllc to tha
Aqant
tlla
Ol'l or in
%Upe of tU Jec\ll'it1.. ot tbi t:"iN ard
unolahld at the and ot tva yean after .uc:h paynnt ahall
tuava btlco. . dua ahaU than be returned to t:ba llapublic, and
upt;)n the return ot meh aoniu all liabiU-=1 of tlw riaeal
v!th
thereto ab.all <:4t&ae, YitboUt, hO'WVer,
1lalt1n9 ill any vay any obl19&1:1on the Rapublio may
to
pay tba prinaipal at (cr pr&ldUJI, it any[, on)} tor intarut
on] thia security u th* .Oil sbl.ll
due.

Citr

so lcmv alSY &ewrity r.uins wttandinq, save


- - - - f o r the excaptiou ut forth in the Fi110al Aqancy l.qreeunt,
-l:ba Republic vill not create or penit to SUbaitt, or panait
Banco central to c:::reate or penit to aubait, any li*fl,
pl.acSga, .artf;a9a, a.o\U:'ity intarut, dltd of trus.t, ebar;e
or other eJ10Ulllbra.nce 01:'
tJw praatlc:&l effect of con1tltut:ing

vhiclt has

security intereat
(Lien) upon tha ...m,1 or any part of ita aaatt. or
r.v.nu. to
any PWI11o lxttrMl Ia1lebtadneaa Cu
datined in the rical Aqanay
or the Republio or
BMco Central unloa, at the au tim or prior thuoto,
Rapublic'
under th Secur!tiaa either (i) are
ecured equally and ratak>ly thar.vith, or (ii) t1ava th
benetit ot such other cacurity, quarantee. in4tan1t.y or
other arrangQM.nt 11 .Mall
approva4 ey not ls. thn ASS
2/3' of the r.qiut.red
ot Securitie of any Sgria
then auttandiD9&

If an EVant ot oetault (a. d4tincl in tt.a !'1tC4l


Agency Ac]raeaeJ'It) oocurs ancS iiJ oontinuir.q than the holders
not lea:ll!l then 2S pucent in
principal at!QUllt ot
tha secur1ti of tbi serit by
in vritinq to thg
Republic ae the apocifiad
ot tM FiJcal A9ant, ahall
<lclare the principal uount of all the S.curitie ot thill
Series to be Chze and .,_y&ble
fcrlh. 1!1 th& Fiscal
Agency

t.

Al.l r.v-ants ot: pri.Jl.cipa.l, pr. .iUIIl,

MY. and.

intareat on th S.curity by tha Republic vill btt r:usde trat


ancl alar ot, and vitbout vithbolc1iJI9 or d&duction !or or on
aooount of, any pre1.nt or
t.txa, dutiaa, u1aanenu
cbat:f1CI ot whatever nature bpcusec2 1 lc.vioct
collected, withheld or 11Atlt4 by or vithin thll Rapul:)lio or
any authority tbrcin or t:h&r.at having pover to tax

ARG0044

Case 15-1047, Document 27, 05/11/2015, 1507447, Page357 of 366


(tocJ&thc'
UDl... auch witbbolct!.bq. or dactuctloa 11
lav. In 8ldl ewnt., th8
Mall pay sw:h
A&li.Ucmal .bOUDtll u vill rewlt 1D r.Odpt by the holden
of sacurltlu cf t:h.ill sari.. or tudl uounta ot principal,
Drelliua and iDtera.t Vh1dl voulcl haw been r.ca1Ve4 by the
haa ao web vlthhaJ.cli.A9 or diM!uat1oD bMn raq&lJ.nd, uw tar
the ucepticna aet forth in the 7i.cal Aqanc;y J.cp:usa.bt.

so lcmg u any Security rdliu out:abMing-, tha

cownuta

to uiJ1taJ.D la
el.lqil)111ty to au t:ha 9taneral rUCNren of, the
International Xonetary rune!.

and ita

(%be &Kurit:l. . ot thi seri- vill not


.ubject
to any inking tun4 and vill not ba rt4Uuble except u

4tcribod belov.]

---

sacuritiaw ot th11 suiea ue tubjaat to


upm not lu than 30 4ay' hotica viven
baretiiitter provide<l, (lt tpg11cobtt. tnuxt-(1) em

in any yaar COAentti'ft9 vith tbta year


And

tmaliii vl6 the

through operation ot tha


---.I2\lCincz
tund tor this aerin iF"i ndpPticm price
tO 100' ot
the prinaipal nou.nt, (2) l tat any tiM [on or atter
,
11 ] , u a wole or in part, at tha alection
the
aapti!)lic* at tha rollavlnq ndaptlon pd.c:es (e.xprahd aa
peroentagu of tba pr.1Jsc1al aiiOUltt ot thl s.attiUe. to b4l
recSecnDed) s If rttcSacmed (OD or betore
, _t,
- - - - a t tha
JJuUeatad,

Pr1o

and thft'tl after at a l:edaaption prlca equal to _ \ at tba


pr1nc1P41 uount, aDd (l)) tmder the circuw.atancaa ducrlbad
in tba next
paragrapb at' a .J.'edoptlon prlc;a equal
to lOOt ot tM principal UO\Ult ot tha S.CW:itie to btl
ra4aaae4,
in eaCh caM vith
interest
(axcept it tha reda:ption dat i an Int.r. .t. Payment Dat:l
to th :.a..ption data, tNt iDtenst inatallaenta on
Saeurltiu that an due on or prior to .w:h reduptlon date
v111
pqabla to the
ot IIUch SeoUr1tin of record
at tha clon of buainau Oft the nlavant IW::c:n:d Dat.a
referred to abOVeJ ptPYldtd, that i f t.ha Adalption data
OCC"Un lMitvMD a Racord oau aD4 e lnt:aralt Pay:unt Data,
the intaralt due
payahle vill be
to the bolde.r ot

ancS

A-ll

ARG 0045

Case 15-1047, Document 27, 05/11/2015, 1507447, Page358 of 366


such securities ot record at the oloh of baintn on auc:h
beard oat.. [Partial rw:.aptiaM mat. be a an uoo.nt not
J.aa than u.s..
p:tnaipal ..-.ouJlt
BcuriU... :.

[u eel tor a 1bkin; tund tor tha


ot
t:h s.cu.ritiea ot thil s.ria. t!w Rapublic vill, until all
s-=uriti. . ot thitl s.riu an
or payPnt thereof
providaJCl for, depoait vith tha rilfCA.l
prior to
......... in aach ysar 1 M!rMncinq in _
a%ld .ndlnq in _ ,
an a-.aant in cam autfiaieut to rGaC on auch - - - -

[rao" l.s th&n u.s.$


uclnot mon than]
u.S.$
pd.nciiiil uount of Sacurit.i ot t:hi1 Seriu
at: the nduption prlca apaaitied aboVa tor reduption
tllro'\lgh operation ot t.ba inldng' tuneS.
ainbua uount
ct. any &inkin.J lund pyaent as
Jh this P&noCJl"Ph
is herein r.tarrect to a wMatory' ainkinq tund PIYJMI1t,
and any payMnt in axceaa ot auch ldni.u. e.aount is huein
retarred to u an optioaal 1Dldnq tUDd pfMllt... } The
- cuh --uount-ot any [aaDd&toey} 1int!nq tunc2
i
aubject to reduei:lon aa P"Wlded btllcw. Each
fund
payzant ahall be appli.cl to the -redapticn of Scuriti 1:n
t:hi Bo:rie. on INCh
. . heraln providttd. ['the
right to Hdau saeur!tt.. o! t.his Bet"i
optional
sinkin9 tunc! paYJNnt 8ba11 not
CUJI\llativa and to tha
not ava11e4 of on any sinldnq fund
dattt
will terminate. Jl

aar

[H'ottd.th.-u.nc!i.ng t.be fOr9Join9, tba R.apublic:t


, Z'*Sema any Securitiu of thia ser

not, prior to

as [and optional L=iklnc;J

;.

payaent] conts:spb.t.ed by tha

pracacUng pu=agraph a a part o:t, or in anttr.1ipation ot 1 any


refunding operation by the application, directly or
.
inctirectly, ot 110n1es })OrrWad bavi:nq an interut coat
the Republin (calculated 1n aooor4a.nce vith
accapt.m
fina.ncia;l practiea) of ldB than _ , par annu.a.]

Sacuriti of thia s.ri.. aoquir.ac1 or redee.ed by


th.a Republ_c ot:hervisa than
(1UJ)dAtory} s1I1K1nq tund
papant aay be c:retitacl aga.inrt wbtequaDt (aar.datory!
sinking lund p&yunta othecvi
to h. :sa de (in the
invoraa ordar in Vhic:h
become due] .]
['I'M b}N}Ilic (i) aay deliver Olltbndin9
Sacur1t1 of thiS Serio (other than any previOWily called
for rtldemption) and (ii) r apply a a cradit Se.curlt1t of
thl nri" Vhieb haVe bMn rGdanad othe.rvisa than throu!Jb
. tlw application ot aan4ttory] inkill9 tunc! paY'Ml\ta, 1n
each case in Atitaction o! all or .my pUt ot any
[aandatory] ihk.in9: turd payzumt and the uount of web
(u"'-'atot'yJ inking tun4 pap1nt shall be reducd
&ecol'cUnqly.]

.A-12

ARG 0046

Case 15-1047, Document 27, 05/11/2015, 1507447, Page359 of 366


[tn the
&l'O" partial
s.curJ.ti ot 1Z1a S.r1t:o the iDkbq hAd ar at
the opt.IDD of the JApablic, tba Beaur1t.iu to he redd
.utl be aeleattld by tM r.t.cal A9eftt DOt aora than 'o daya
prier to
nclDpti011 4ata trma tlul outatandin9 6ecur:it1. .
not prnioualJ aallAcl tor
bf wets
tlut
Fiacal Agent ahall U.. fair and appropriate and 11hich aay
prorida tor the aalaotion tor
ct portions (
to U.S.$
or uy irttt9ral Jdlltlpl tl:anaof') o: the

prlnoip&l uount ot
u.s.t_
1

ot a danalli:nAtion lUVU than

{Ttlb Security ahall ba

...84, at. t:U opt:ion ot


occurran.c::., on ar

tha regiabrrad Bolder tllaAOf, upon tha


attft'
ot a lledeaption I'V*Dt

C 1DIJt ot the

datin*l) , at tU radnpticm price. equal to

principal IU:IOUnt of thi


vith intrt
aocuued t!Mreon to tl: 4&t. ot
urptionJ prgyided,
bQYfYil:, t:ha.t-the r1@e of t:h raqlstw::-e4 Hol.dar t..o prsnt
thia security [it ttiSiQn:ity iff paryMJlt g:lobol
acwrlcy. insert-, or evidence of ovnerabtp at tha
Sac:Ur1t1.. repras-mte4 by tlli penwumt 9lobal Seccrit.y

hueinatter provided).) tor


mall, if the
Jlapublia qivu Jfotio. ot
JMmt (aa horc.ina.ftar
utiMd), terainata upon axpiratiou ot: the Option Pttrioc:! (IS
detinecSJ
to a\leb R.odeaption Evant. tn
the evant ot
occ:urrenoa of 110ra than oae R.a&nlption
each web Red.m:2pt1on

mall a

dMJMd to contor

upon the reqitare4 Holder ot th1e security a aep4rate riqht


ot redamption.]

Rapublic eqAaa that, it

&

Redeaption Ewnt

it vill promptly qiVII vr1ttu notice thereot to the


Piaaal AtJent (a aotica ot Redemption EvantJ. Promptly
attar raaeiving .ueh NoticD ot Redalption !\."ant, th .vucal
Ac)ent llball give VJ:it.tan notioa to the rQ9iatared Hold:thls Slcw:'.ity (a Motica of Rig-ht to 'render) stating that a
R.aduption Event btu; occurred and
1!oni of noticw
(a Red..;stion Notice")
to which the regiaterad
Hold.er of thit security aay ale<lt to caua redfl!lptlon. 'I'M
Republia uy, but ahall not be obliCJate.rl to, tix a record
data for the pu..-poae or c1ee.ruin1Jll1 the
BQldrs

ot Becur1t1ea or tbi ri.- nt1tlad


lect to cauaa
rMuapt1on ot any 11\H:A Boldft' 1-=- to caWia r.c:teption ot
t:hi Becu;'it.J, deliver t:be
Jfotla, t09t:!wr vith.
the c:artUicata or
tb seouritiu
to J)e Xedeaed

Ut tbe BCCUJ:'itY it

I P'XMnppt qlpQol

St9griH. ingrt--, or avid.nce ot ovnerabip of the


Sacur1t repz:uentad hy thi1 patQD4:mt global s.eur1 ty ru
.harwiJ.naft:er
to tha riac:al AQent vlthtn period
of
d.ayw (the Option Pta:rtod) or tha dAte
the Hct.to

ARG 0047

Case 15-1047, Document 27, 05/11/2015, 1507447, Page360 of 366

[If t!' Stcurlty it a pamnont qlMal B.tQJrity.


ingrt-It 1a udentoo4 that,
tba :ar.;oin9

t""YilioM Hl.atil1g to reda.p1:1cm &t the option

reglatu'e4 J!oldu &nd without ot:hewiP l.bdtlng- any riqht


of any other nqiateJ:ed Bolder t.o act bf apnt or proxy, th
l'iac&l ApJtt uy treat a paraon authorli:tkl, in a II&JUla;o
aU.factory to the l'bcal Apnt, by tht u.s. Dapoaitaty to
taka action in
of th1a perunent 9lobal
aeourit.y t.btt registared Balder of auch portion ot Web
security u4 may aalca &rr&h!Jnanta aatiafactory to it, th
Republic and th u.s. O.poaitary in oonMCt1on vit!s thi
partial ra4uption_of thltl perNMnt 9lobal
[IJ\HJ:t description ot thoH eventa, it any, vhich
conatitute a.dupticn
l

[If netic of raduption hu bean ginn ln. tha


ll&Mar sat forth herein, the saauritiu ao to
r.dH.Dtad
shall becoN due and payable on the ndnption
aptte:lfied in auch notice and upo.n p.ruantation and turrendar
ot the seauritiq [if thw 8eqgr1ty 1 R'rMntmt qlobo,l
security. tnsm-, or
ot 0\manhip of tha
Saau:'iti npretontetd by thia penanut r;lobal
aati.etactory to the J'iiiC&l
] at the plac or place
specified in II1JCh notior
s.euritl -.ball be paid and
ra.cttued by
llepUblio at th pl&cat, in tha 1HZUaU cmd
currenoy an4 at tlw rlldeaptlon prica barin spec:itied
tOCJetar vitb accrued intarut (u:nlu t:ba redemption
i an :tftter..t: Payaant Dat.) to tha
date. froa
and attar the red.oalqation data, 1f 110niu far the x.dusption
ot securltl e&lled for reduption shall have bean aada

available &t the corporate truat office of tha Fiac&l AtJent


for redemption on the reduptiorl date, the sawritiea oall14
for nctaJiption chall ceaaa to btlar int.arut, e4 tM only
r1C)bt of the bolder ot ucb secnzritl .-hall be to ncclw
payaent ot tha riiCI..ption prlc. tog .-!:her vi th accli:Utt4
intc'Nt (unl tb redurption date 1 an Intarut. PaJII.nt
Date) to tb
dat. as aforeuid. If
tor
tbe radaption ot tht lecUriti an not u.de ava1labl f!or
payment until attar tM
d&t, the sec:urltiea

ARG0048

Case 15-1047, Document 27, 05/11/2015, 1507447, Page361 of 366


called tor
ahal.l not c:e&H t.o bair int.rut until
lldCh 1101'Slu hava bee .o
availabll
[J.Dy .sacurity vbicb Ul to be n.d..-ed only in part
aurreJUtarad vith, if t:ha bpW)Uc or tb1 ri&eal
Agent ao
dua
by, or a written

aball

inatnzJMnt of tnmaf.r in tw:ll aatistaotory to dl Republic


an4 the Fical AQent duly aucute4 by, tha holder thareor or
.w:h JsolcSU' attop\alr duly aut.boz:'bad in vritlng, .ncs the
RapU!)lio .tlaU exeCuta, an4 t:M rise&:. A9ent llha11
&M 4.t1ver to tlMt regitm:a4 Jlolder ot auch
sacu.r1ty vitho\lt: aervic cbarqa, a nw security
s.aur1tlu
'thi se.riu, of any autborizd clanosination 4a
nquirecl by aucb Hol4u', in
principal .uow1t aqUl
to and in ezcbaDCl for t.b \UIZ'edMucS portMm at tbe
principal ot the SeQlrity ao nrrt.Ddue4.)
A ...-tbg ot rag!Jitulld boldAn of Seeuriti.ea a!
t.bia sari.. uy be
-at-any-tiM and froa u. to tiM
to uk, qlva or t&lce any r.qu.est, da.and, authorisation,
41reat1on,
coruumt,
or otbr aatlcm proVidri
by tho !"l.cal A;enCY
tha s.curitia. at thia .
aeriu to be ..a, 9iven or talte.n D1 re;t.terlld bolder. of
S.CW:ltin of thi Bari en" to llocU.ty,
or owle.ant
t:ba taru of the Sec:uriti!l& ot th1 Sar1ea or tha P1&ea.l
Aqmay Agreoent a hareiMft.ar provided. 'tba lisc:al Aqent
.ay at any t!a. call a ...t.J.ng of
boldu of
s.curitiea of thi $U!aa ten- any .uch purpo4Je to be bald at
auch this u4 at ucm place .. the Fiscal .Ag"ant ball
Jlctica ot avery
ot
bolder of
sacuritiu of tllia sarle, ettintJ
the ti:aa and the
plac:a of auob
and in qenaral tent t:1ut aation
propc;aae4 to be tak.a t ueh xaating aba!l be qivan aa
provided 1n th.- tenaa of tht Seaut'itloa at this soriea, no't
le than 30 nor 110ra than 'a dty prior to tba data
f!or th autinq. In ca. . at any t1JM the llapublio or tha
nqistara4 hOlder or
ln&t to\" in
pri.naipal
amount of tha outat&ndinq SaetJritill4 ot thu Ger!es (Gs

dat'inad in tllli l'iac:al AtJanay AgrMJlltllt) wball h&V11


tba Fiacal Agant to call a DMting ot tlM ragiatarild holden
ot Seouritiu of thi.a sari tor an.y uch purpoae, by

vr.ltten requaat ttin9 :forth in ruonable datall tha.

action propotJtt4 to be tu.n at tha . . atinq, tha Ft. cal Aqant


shall call well &Mtl.ng tor u.oh pu.rpoaea by 9iv.Lng notiaa.
theraof.

ARG0049

Case 15-1047, Document 27, 05/11/2015, 1507447, Page362 of 366


a.curltiu
thia SU.lu tba
or (11) ritll
c:onNUt
n9i8Ul:'ed holA!en ot uot Uu thaD
st-2/:tt
1 111 anreqata prlbcipl nount ot t:ha
&aaur1tl. . orthls s.ri.. tb8ll
tb8
[an4
I'Uoal
Jd m: JNpplalmt. the
teru or proviions
iD the Saaurit:iail ot tha
a"iu, 1u any var, ud the
holden of &eauriti
of t:hJ.s a.ri.. Mf au:., tak8 or cp.w any p,quaat, dnM,

the

tha

AcJentJ,.r.J,.:"sty, ...

utbor.Uation, ctUecticm, notic:.,

v&iver or othu

aat!ora provided. by tha riscal .&qocy J.cFaU16nt. or tba

s.o=it:l.. ot thiS s.riu to be ude, 4iiven, or


by
heldara of sacurit1.. of thl8 ser1u; prpyldsd,
hgvayar, that no INCh aation uy, vitb.out tha coMent: of the

registered holdtlr ot each Secud.ty, (A) ctwaga tlM dua dite


tor tha payaant of the principal of or uy in.tall.JMant or
1nt1ra.t em any Security, (B)
the principal amount at
uy s.aurity, tha portion
ncn principal a.ount wicb 1a
payabla upon acceleration of the
ot auc:h SeDUrity
or tba 1nt.reat. rata thareon, . (C) chaJJga t:ha coin or
in Wiell ar tl1e raquir.d plaoea at.Wicb paYJUtnt
vith raspeet to interut or principal 1n rap&ct ot
Sacouritiu of th1a hr1u is papbla, (D) reduce the
proportion
tha prl.Daipal uount of Sacurltiaa of thia
serlea the vote or conaant of tba holcle.ra ot vbich i
MOUIJU'l' to J&Qdity, u.en4 or wppluumt tbl AgraOHnt or
tha 1:arJU and
of the saaarit1e. or tbia seriu or
to aka, taka or give any requut, daand,
direction, .notic., conaent, vaivar cr other action
banby or th.reb;y to be aade, takaD or ginn, or (Z)
the obli9ation ot the Jtepublio to pay additional
'111 :riacal .Agent an4 tbe Rpublic aay aqree,
vithout the conaant ot tha raqistered holdera of aecurittu
of thi s.ri to (1) any JIOdification ot any
of
tlHa l"'ic.l vanc.T A;re.aent wiell is ot a toraal;. alnor or
technical natura
1 .a44l to correct: unifMt n-or al\4
(11) any other rao4ific:ation Cxcept Jlentionad in the

rioal

Aqenoy

Agretatnt), and auy vaiver or author1&at1on ot

any breach or proposed breaoh, ot any of the pz:-ovliona of


tha fiacal Aqancy Aqreaunt Vhich is in the opinion ot tha
P1emtl Agant not aatarially prejudicial to tb intereJJta ot
th
holder ot sacuritiea. Any uch
lDOdi'fication, autho:daation or waiver uall btl bindin; on
tbe
holc!tt- ot Becuritie of t:!ai sui anc!, 1t
the
Agent so
sUCh
ball btl
not1t1e4 to the rl!9btue4
or seouritiM
th1
sari.. a& oon as prACticable

.Ul DOticu to the rvitared holder ot


s.cmrltiea V111
publialuHl .La web publioat.iOM at IIUCh
location any ot the Sacuritt. are luted for the p""1od

A-14

ARG0050

Case 15-1047, Document 27, 05/11/2015, 1507447, Page363 of 366

llo rafanncto hera.ia to tba Fi.&c.al

A9ncy Ag'reema!)t

M4 110 proviion ot t:bia :kcurity or ot tlMI r.tacal .Aqncy


Aqreaent llhall lt:ar or ;bpair thtt obligation ot tba
Rt.public t:o pay the principal. of (and preai.U11, it any(, on))
[an4 intuut on] tbia kcul:'i.ty t tM. tU.._If_, __plaoa and
rat:- and ill the coin or currency,
praa.cribed..__

ClJlaa aqaiDat t:H


tor pa)'Jicnt in reapect
sacurit.f.u ot thu seri and intert paYJatnt
1M procrJ.b.4 ad baooH void unl
vithin 10 ).'UUW (in the cue ot prinotr.l) UlCl 5 yeu. (in
tb " " ot .interut) trOll the appr:opr at. 'Relevant Data in

of

ua

rapect thereat ..

fti
aball be iov-rn4Jd by and col\at.rllocf
in accordance v1t:h the lava of tha Stat ot )few York, axaept
vith resp.ot to authorization and execution by tbe Repllbl.1c,
'lbe
ha in the l'iae&l ACJency
irrevoc:ably ubzlltted. to the juriwJiction or any Jlav York
atat.e or federal court itt1nq in tbe aoroll1Jh of
'l'ha C1ty of Dav York and the courta of th ltapublic Of
tt:ra.
Cou%1:) over a.,y ui t,. ac:t:icm, or
procndiJ1CJ againat it or it prapertie1,
or ravenut.S
vith reopeot to th& S&curitiu of this BUist or th& riaeal
Aqanay
(a ".Ralatad l'rOOM41J\9). '1'he llepublie ha
in th Jiacal Aganay Agreuent niv.t<! any objection to
Ralate4 Prooce41Jtq in aucb courts W.ttar on th
o!
wnue, reidauc. Or dozioUe or on th.a qt"'UDd that tha
Relate4
have bHn bz:'ou9ht ln an ll'\convaniant
rcmm. -:t& Repu.blio A91"u& that tinal non-appulahle
1U"*9Mnt 1D any such Relat.e4
(tb aetatc4
Judgunt") 8ball be conelualn &n4
upon it and uy
be antorc.d in any
Court. or in an)" othr oourta 1:0
the
of Vhicb tba Jlapublio 11 or uy be Ubje.ct
(t:M other eourtaJ, by a au.f.t upon 1uch ju4gunt.

. ..

ARG005l

'

Case 15-1047, Document


1507447,
Page364
of 366
Mpuhlio 27,
baa05/11/2015,
1ft the Plae&l
Aqencr
.\ql:euut

that CiJ u:rvice of all write, prooN and aUJJIWW ..


in 11DJ blat.d
or artT a.ct:ioa e:- proc:Mdi.."'a9 .to
.utorce or uawu any bl.atad .naatt
ap!Mt it
in tba suta of Jrav rcmc Y 1M ade upcn .. noo de 1a Jlaci6n

az:v.atina, prenntlr

loc:abcl

a''

Park Avanua, wav York,

Hav York 10111, ed, it RCh periOD u r.ot a1J1taira4 l:Jy the
RapUhlic: u !a avant for sucb pgrpo1e, the Rapublicr v111
appoint cr Olrporation Syat.a to act u ib a.qant tor c:uch

purpoa

'1'0 tha extant that the hPablic or ny o! it..raveaun, u..u or propertiM &ball b-.
in IU1Y

juriadicticm in vhicb any &tpaoitied Court


located. in
vhioh any
Pro<:ltding ny t any
be
aqainat it cr AnY
it reveDUel, a1nt or propart1oa, or
in any juri1d1ot1cn in Vb!Cb. any Spao1%1r.4
or other
COUrt i located in vllic::b eray suit, action or pnx:aedinq uy
a1: any thw btl m:tt tolely for tha po.rpoaa ot antorcing_
cr u6c::utJl\v cmy .a. ted Jad;Mnt, to any bmmnity trm.
auJ.t,
tha jU"i41CJt1on of ellJ .uch court, troa et-ott,
troa
prior to jUdSJMnt, tara &ttacbae.nt il: aid ot

x&WtioD or: j\lCSgJient, froa execution ot jucSvmant or b:oa


any oth.r legal or judicial proctll or r.Mdy, and to th

extent that in AnY such


there hall J:J
ttr1wt4J4 web an !Jaaunlty, th6 JlapU.blic l:a irravooably
not ta alalx ancS hu irr.vocably waiw4 eueh !ll!'lunJ.ty
to tha tuJ.leat extct penittD4 )1y the. lav. of uQb
jurisdiction (aDd conant. qenerally tor tha
ot th

..

l"or:aicp
Tnun1t1 Act to the
ot
relit
or the iane ot any proeua in comusc:tion vith .ny Rlated
or Related
provided that such
ahall not ba oftaotift (1) vith rapect u, tbe 1uaaaa \lhieh
cor..titute
..l{ anllabla rrv purwant to :Art!ale 6
ot the convertib 11ty Lav (the canvurtiblli ty La \I") , 'ehe
amount, cOJIPoit:ion and invatB.ent or which vi!l be
retltlCUd CD the b&lanoa llheet. an4 &C!COUntil)(l tateant of
Banco central c:onaistantly pnpare4 pursuant to Articla 5 or
tba Convertibility L&v and (11) vith
to property ot
tb public cScu.ln located in the ttrritory ot Tha Jtepublio
ot
or property Ollned
Jtapubllc
1ooatod
in it territoq vbich iii. da41catec1 to tlw JXUllo ot an
.ont-.Jal public: nrvice, and provided turthar that &Uch
aFHUnt u4 waJ.var, illat)far a1 it
to any

jur.lsdicticm other tban a jur111dict1ou ill vbicb a spmc:ified


court u located, i qiven aolely for th purpon of
enabling tha riacal Agant cr a holder of Securities ot tbia
s.riea to enforce or executa a Ralate4 JU49'Ull1: 'l'he va1vor

on1r

ot .baunitln rafene4 ta harein n&tit\ltel


& liai
end ap.a!tia vaiver for the pu:rpoae ot the. a.cur ti ot

A9ftaont and un4ar no

thia .S.r.t al\4 the l'iacal

A-18

ARG 0052

Case 15-1047, Document 27, 05/11/2015, 1507447, Page365 of 366


cil:cuaatal'ce
it: be
- a v*'"al wa1 ver
tJw atplb' to Cl:' a WYU vltb
to IJZ!CIOiatfJngw
UDnlat.s 1:tl the
tha Sari..
tha Piacal
.

At''

ot

ODl_. i:he cctilica.ta of aut:heftt1catJ.


by the J'Ucal
by UftUtl ignature,
t:hU aaaurity uall DOt be antitliMI to any
under t.be
riacal Agency .l;r:MMat or be va114
obliptcrY for any

baa bean

..

. A-1t

ARG0053

Case 15-1047, Document 27, 05/11/2015, 1507447, Page366 of 366

Security

011

the book8 ot tlM TrUate-, vith tu.U pover or

.ubatitut1on in tblt

n&te4c ---------------

Siqneture: - - - - - - - -

. ..

ARG0054